VC · Read the filing

Item 1A. Risk Factors

Set forth below are some of the most significant risks and uncertainties facing the Company. Additional risks and uncertainties, including those not presently known or that the Company believes to be immaterial, also may adversely affect the Company. Should any such risks and uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, operating results, financial condition, cash flow and/or the value of the Company’s securities. This information should be considered in connection with the description of the Company’s business, Management’s Discussion & Analysis, and the Company’s financial statements and accompanying notes.

Operations Related Risk Factors

The Company could be negatively impacted by shortages in deliveries from its supply base, other supplier distress, or suppliers demanding price increases

In an effort to manage and reduce the costs of purchased goods and services, the Company, like many automotive suppliers and automakers, has been consolidating its supply base. As a result, the Company is dependent on single or limited sources of supply for certain components used in the manufacture of its products including semiconductor chips, which are integral components of new vehicles and are embedded in multiple vehicle systems, including cockpit electronics. As a result of the semiconductor shortages in recent years including the developing DRAM shortages, the Company continues to work closely with its suppliers and customers to minimize any potential adverse impacts of the semiconductor and DRAM supply shortages

and monitor the availability of semiconductor microchips and other component parts and raw materials, customer vehicle production schedules, and any other supply chain inefficiencies that may arise, due to this or any other issue. If shortages of semiconductors (including DRAM) or other critical components from other suppliers develop, continue longer than anticipated, or worsen, it could impact the Company's ability to meet its production schedules for some of its key products or to ship such products to its customers in a timely fashion. Shortages of critical components, including semiconductors and DRAM, also result in increased prices and price volatility for such components and while the Company seeks to recover these increased costs from its customers failure to secure full reimbursement could negatively impact the Company’s financial performance.

Supply disruptions could be caused by any one of a myriad of potential problems, such as closures of one of the Company’s or its suppliers’ plants or critical manufacturing lines due to strikes, manufacturing quality issues, mechanical breakdowns, electrical outages, fires, explosions, or political upheaval, as well as logistical complications due to weather, global climate change, volcanic eruptions, or other natural or nuclear disasters, mechanical failures, delayed customs processing, the spread of an infectious disease, virus or other widespread illness and more. Additionally, as the Company grows in best cost countries, the risk for such disruptions is heightened. Similarly, a potential quality issue could force the Company to halt deliveries while it validates the products. Even where products are ready to be shipped, or have been shipped, delays may arise before they reach the customer. The Company’s customers may halt or delay production if one of their other suppliers fails to deliver necessary components. This may cause the Company’s customers to suspend their orders or instruct us to suspend delivery of the Company's products, which may adversely affect the Company's financial performance.

If the Company were to fail to make timely deliveries in accordance with contractual obligations, the Company generally must absorb its own costs for identifying and solving the “root cause” problem as well as expeditiously producing replacement components or products. Generally, the Company must also absorb the costs associated with “catching up,” such as overtime and premium freight. Additionally, if the Company is the cause for a customer being forced to halt production, the customer may seek to recoup all of its losses and expenses from the Company. Any supply-chain disruption, however small, could cause the complete shutdown of an assembly line of one of the Company’s customers, and any such shutdown could lead to material claims for compensation.

The Company has experienced and may in the future experience supplier price increases that could negatively affect its operations and profitability. The price increases are often driven by raw material pricing and availability, component or part availability, manufacturing capacity, industry allocations, logistics capacity, natural disasters or pandemics, the effects of climate change, inflation, sudden increases in border tariffs, and significant changes in the financial or business condition of its suppliers

The Company’s substantial international operations make it vulnerable to risks associated with doing business in foreign countries

The Company has manufacturing and distribution facilities in many foreign locations. International operations are subject to certain risks inherent in doing business abroad, including, but not limited to:

•changes to international trade agreements;

•local economic conditions, expropriation and nationalization, foreign exchange rate fluctuations, and currency controls;

•withholding, border, and other taxes on remittances and other payments by subsidiaries;

•investment restrictions or requirements;

•export and import restrictions, including restrictions of certain products or materials or increases in border tariffs;

•the ability to effectively enforce intellectual property rights;

•new or additional governmental sanctions on doing business with or in certain countries or with certain persons; and

•increases in working capital requirements related to long supply chains.

Additionally, the Company’s global operations may also be adversely affected by political events, domestic or international terrorist events, and hostilities or complications due to natural or other disasters. These or any further political or governmental developments in Mexico, China, or other countries in which the Company operates or where its suppliers are located could result in social, economic, and labor instability. These uncertainties including difficulties in mapping full supply chains could have a material adverse effect on the continuity of the Company’s business, results of operations, and financial condition.

Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement ("USMCA"), provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products, such as Mexico and China, could have a material adverse effect on its business and financial results. The USMCA will be renegotiated in 2026 and the Company could be adversely impacted if there were a material reduction in the benefits the USMCA affords to the Company. In addition the

U.S. government increasingly imposes or threatens to impose new tariffs on imported products from Mexico, Canada, the European Union and China and reciprocal tariffs globally. The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available. The Company can provide no assurance that any strategies it implements to mitigate the impact of such tariffs or other trade actions will be successful. Management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.

In addition, U.S. trade legislation continues to evolve related to barriers on the use of various products and technology from around the world including but not limited to the (i) Uyghur Forced Labor Prevention Act and (ii) Securing the Information and Communications Technology and Services Supply Chain: Connected Vehicles. The Company can provide no assurance that any strategies we implement to mitigate the impact of any trade actions will be successful.

The Company has invested significantly and is expected to continue to invest in joint ventures with other parties to conduct business in China and elsewhere in Asia. These investments may include manufacturing operations, technical centers, and research and development activities, to support anticipated growth in the region. If the Company is not able to strengthen existing relationships, secure additional customers, and develop market-relevant electrification, advanced driver assistance, and semi-autonomous and autonomous vehicle technologies, it may fail to realize expected rates of return on these investments.

In addition, failure of the Company’s joint venture partners to comply with contractual commitments or to exert influence or pressure in China may impact the Company’s operations, financial condition and cash flow. The Company cannot predict the outcome of future interactions and it is possible that any future disputes and/or changes to the contractual obligations with the joint venture partner could have a material impact on the Company’s business, operating results, financial condition, and cash flow.

The Company’s ability to effectively operate could be hindered if it fails to attract and retain key personnel

The Company’s ability to operate its business and implement its strategies effectively depends, in part, on the efforts of its executive officers and other key employees. In addition, the Company’s future success will depend on, among other factors, the ability to attract and retain qualified personnel, particularly engineers and other employees with critical expertise and skills that support key customers and products or in emerging regions. The loss of the services of any key employees, and particularly the Company’s CEO, or the failure to attract or retain other qualified personnel could have a material adverse effect on the Company’s business, ability to secure future programs, operating results, financial condition, and cash flow.

Work stoppages and similar events could significantly disrupt the Company’s business

Because the automotive industry relies heavily on just-in-time delivery of components during the assembly and manufacture of vehicles, a work stoppage at one or more of the Company’s manufacturing and assembly facilities could have material adverse effects on the business. Similarly, if one or more of the Company’s customers were to experience a work stoppage, that customer would likely halt or limit purchases of the Company’s products, which could result in the shutdown of the related manufacturing facilities. A significant disruption in the supply of a key component due to a work stoppage at any of the Company’s suppliers or sub-suppliers, or reduced orders from the Company’s customers as a result of work stoppages, could have a material adverse effect on the Company’s business, operating results, financial condition, and cash flow.

Industry and Competition Related Risk Factors

The Company may not realize sales represented by awarded business

The Company estimates new business wins using certain assumptions, including projected future sales volumes based on data from OEM customers and industry benchmarks. The OEM customers do not generally guarantee production volumes. In addition, awarded business may include business under arrangements that OEM customers have the right to terminate, at any time, without penalty. Therefore, the Company’s actual sales volumes, and thus the ultimate amount of revenue that it derives from such sales, are not guaranteed. If actual production orders from its customers are not consistent with the projections used by the Company in calculating the amount of its new business wins, the Company could realize substantially less revenue over the life of these projects than the projected estimate.

The Company must continue to develop, introduce, and achieve market acceptance of new and enhanced products in order to grow its sales in the future

The growth of the Company's business will be dependent on the demand for innovative automotive electronics products, including but not limited to electrification, advanced driver assistance, semi-autonomous and autonomous vehicle technologies. In order to increase sales in current markets and gain entry into new markets, the Company must innovate to maintain and improve existing products, including software, while successfully developing and introducing distinctive new and enhanced products that anticipate changing customer and consumer preferences and capitalize upon emerging software technologies. A.I will continue to play an increasing role in the Company’s products and generating opportunities but also presents the risk that the Company’s products may be developed more cheaply with A.I. solutions or that a competitor’s A.I. offerings may be preferred over the Company’s product offerings.In addition, the Company may experience difficulties that delay or prevent the development, introduction, or market acceptance of its new or enhanced products. Furthermore, new technologies, including A.I., have also attracted increased competition from new regions and outside the traditional automotive industry, and any of these competitors may develop and introduce technologies that gain greater customer or consumer acceptance, which could have a material adverse effect on the future growth of the Company.

The automotive industry is cyclical and significant declines in the production levels of the Company’s major customers could reduce the Company’s sales and harm its profitability

Demand for the Company’s products is directly related to the automotive vehicle production of the Company’s major customers. Automotive sales and production are cyclical and can be affected by general economic or industry conditions, labor relations issues, fuel prices, regulatory requirements, government initiatives, trade agreements, the cost and availability of credit, and other factors. Due to overall global economic conditions, including semiconductor shortages and supply chain disruptions, the automotive industry experienced constrained production schedules in recent years. Such shortages and constrained production schedules had and may in the future have a material adverse effect on the Company’s business, profitability, financial condition and results of operations.

The discontinuation or loss of business, or lack of commercial success, with respect to a particular product for which the Company is a significant supplier could reduce the Company’s sales and harm its profitability

Although the Company has purchase orders from many of its customers, these purchase orders generally provide for the supply of a customer’s annual requirements for a particular vehicle model and assembly plant, or in some cases, for the supply of a customer’s requirements for the life of a particular vehicle model, rather than for the purchase of a specific quantity of products. In addition, certain customers have communicated an intent to manufacture components internally that are currently produced by outside suppliers, such as the Company. If the Company's OEM customers successfully insource products currently manufactured by the Company, the discontinuation or loss of business for products which the Company is a significant supplier could reduce the Company’s sales and harm the Company’s profitability.

Price pressures from customers may adversely affect the Company’s business

Downward pricing pressures by automotive OEMs, while characteristic of the automotive industry, are increasing. Virtually all automakers have implemented aggressive price-reduction initiatives and objectives each year with their suppliers, and such actions are expected to continue in the future. In addition, estimating such amounts is subject to risk and uncertainties because any price reductions are a result of negotiations and other factors. Accordingly, suppliers must be able to reduce their operating costs in order to maintain profitability. Price reductions have impacted the Company’s sales and profit margins and are expected to continue to do so in the future. If the Company is unable to offset customer price reductions in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other cost-reduction initiatives, the Company’s business, operating results, financial condition, and cash flow could be adversely affected.

The Company is highly dependent on Ford Motor Company and General Motors. Decreases in these customers' vehicle production volumes would adversely affect the Company

Ford and General Motors are the Company’s largest customers as a percentage of sales. Accordingly, any change in Ford or General Motors' vehicle production volumes may have a significant impact on the Company’s sales volume and profitability. See Note 18, "Financial Instruments" in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Domestic Chinese Suppliers are becoming stronger competitors outside of China and Chinese OEMs for which the Company has less product content are increasingly expanding their market share outside of China, both of which in turn may negatively impact the Company’s financial performance

Domestic Chinese suppliers are increasingly seeking to supply customers outside of China and domestic Chinese OEMs such as BYD, Xiomei, and Chery are expanding their sales outside of China including in Europe, South America, and Asia. While the Company is making efforts to compete with the Chinese suppliers and to supply parts to these OEMs, its product content for the Chinese OEMs is less than with more traditional European and North American OEMs. As the domestic Chinese OEMs gain market share outside of China, the Company’s sales opportunities may be limited and financial condition and cash flow negatively impacted.

The Company’s pension expense and funding levels of pension plans could materially deteriorate, or the Company may be unable to generate sufficient excess cash flow to meet increased pension benefit obligations

The Company’s assumptions used to calculate pension obligations as of the annual measurement date directly impact the expense to be recognized in future periods. While the Company’s management believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company’s pension obligations and future expense. For more information on sensitivities to changing assumptions, please see “Critical Accounting Estimates” in Item 7 and Note 12, “Employee Benefit Plans” in Part II, Item 8 of this Annual Report on Form 10-K.

Product Related Risk Factors

The Company's inability to effectively manage the timing, quality, and costs of new program launches could adversely affect its financial performance

In connection with the award of new business, the Company often obligates itself to deliver new products and services that are subject to its customers’ timing, performance, and quality standards. Additionally, as a Tier 1 supplier, the Company must effectively coordinate the activities of numerous suppliers in order to launch programs successfully. Given the complexity of new program launches, especially involving new and innovative technologies, the Company may experience difficulties managing timeliness and detecting undiscovered software errors, bugs, and other defects in its products which may injure the Company's reputation. In addition, new program launches require a significant ramp up of costs; however, the sales related to these new programs generally are dependent upon the timing and success of the introduction of new vehicles by the Company's customers. The Company's inability to effectively manage the timing, quality, and costs of these new program launches could have a material adverse effect on its business, operating results, financial condition, and cash flow.

Warranty claims, product liability claims, and product recalls could adversely affect the Company

The Company faces the inherent business risk of exposure to warranty and product liability claims in the event that its products fail to perform as expected or such failure results, or is alleged to result, in bodily injury or property damage (or both). In addition, if any of the Company’s supplied products are defective or are alleged to be defective, the Company may be required to participate in or fund a recall campaign. The introduction of new and complex technologies, such as A.I. features, can increase these and other safety risks, including exposing users to harmful, inaccurate or other negative content and experiences. The Company’s products contain increasingly significant amounts of software and a successful cyberattack on such products could cause materially adverse effects on the Company’s business, operating results, financial condition, cash flow, and reputation. In addition, as the Company expands its electrification product offering, including its battery management systems, such products will present a different warranty and product liability risk profile. As suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, automakers are increasingly expecting them to warrant their products and are increasingly looking to suppliers for contributions when faced with product liability claims or recalls. A successful warranty or product liability claim against the Company, or a requirement that the Company participate in a product recall campaign, could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow.

Developments or assertions by or against the Company relating to intellectual property rights could materially impact its business

The Company owns significant intellectual property, including a number of patents, trademarks, copyrights, and trade secrets and is involved in numerous licensing arrangements. The Company’s intellectual property plays an important role in maintaining its competitive position in a number of the markets served. The Company may directly or through a supplied component utilize intellectual property in its products that requires a license from a third-party. While the Company believes that such licenses generally can be obtained by the Company, or supplier if a supplied component, we may not be able to obtain the necessary licenses on commercially acceptable terms or at all. Failure by the Company or its suppliers to obtain the right to use third-party intellectual property could preclude the Company from selling certain products, and developments or assertions

by or against the Company relating to intellectual property rights could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow.

The Company also derives significant revenue from countries outside the U.S. (including China) and significant intellectual property assets are licensed to joint ventures and customers in foreign jurisdictions. If a material intellectual property theft or forced transfer were to occur, it could materially and adversely affect the Company’s business, operating results, financial condition, and cash flow. In addition, the Company has continued to see an increase in patent claims related to connectivity-enabled products where other patent-holding companies are seeking royalties and often enter into litigation based on patent infringement allegations. Significant technological developments by others also could materially and adversely affect the Company’s business, operating results, financial condition, and cash flow.

Advances in A.I. technology may generate developments against which existing intellectual property laws may not adequately protect and which may also give rise to a proliferation of infringement which we may not be able to address effectively.

Privacy and security concerns (including cybersecurity) relating to the Company's current or future products and services could have a material adverse impact on our business, damage its reputation and deter current and potential users from using them

The Company’s products and services contain digital technology designed to support connected vehicles, and for some products may also collect and store sensitive end-user data (that may include personally identifiable information). Despite the security and risk-prevention measures the Company has implemented, including related to cybersecurity, our products or services could be breached, damaged, taken over, or otherwise interrupted by a system failure, cyberattack, malicious computer software (including malware or ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. Failure of the Company’s products or services to effectively protect against these vulnerabilities can damage its reputation and adversely affect its business, operating results, financial condition, and cash flow.

Further, through our products or services, the Company may gain access to sensitive, confidential, or personal data or information that is subject to privacy and security laws, regulations, and customer-imposed controls. Concerns about the Company's practices with regard to the collection, use, disclosure, or security of personal information or other privacy related matters, even if unfounded, could damage its reputation and adversely affect its operating results.

Regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning cybersecurity and data protection. In addition, the interpretation and application of consumer and data protection laws in the U.S., Europe, and elsewhere are often uncertain and in flux. Complying with these various laws could cause the Company to incur substantial costs.

Tax Related Risk Factors

The Company’s expected annual effective tax rate could be volatile and could materially change as a result of changes in mix of earnings and other factors, including changes in tax laws and tax audits

We are subject to income taxes in the United States and in numerous foreign jurisdictions, and our tax expense is dependent on the application of complex tax laws and regulations in these jurisdictions. Changes in tax laws or tax rates, the interpretation or enforcement of existing tax laws, or the outcome of audits by tax authorities could adversely affect our effective tax rate, results of operations, and cash flows. Our effective tax rate may fluctuate due to a variety of factors, including changes in the geographic mix of earnings, the availability of tax credits and deductions, changes in applicable tax rates, modifications to tariff or cross‐border tax regimes, changes in accounting principles, or unfavorable resolutions of tax examinations.

We also maintain deferred tax assets, the realization of which depends on future taxable income and the continued availability of underlying tax attributes. Changes in applicable tax laws or regulations, or changes in our business performance, could affect our ability to realize these deferred tax assets and could result in additional valuation allowances.

In the ordinary course of business, we are subject to examination by tax authorities in multiple jurisdictions, and additional audits may be initiated or existing audits expanded. The outcomes of these examinations are uncertain and could result in increases to our tax liabilities.

Recent and ongoing legislative developments may also create uncertainty in our future tax position. The enactment of the One Big Beautiful Bill Act (the “Act”) in 2025 introduced revisions affecting the utilization of foreign tax credits, requiring us to reassess the realizability of related carryforwards following our change in accounting method for assessing deferred tax assets

from an incremental cash‐tax‐savings approach to the tax‐law‐ordering approach. This reassessment resulted in the recognition of an additional valuation allowance during 2025. Global tax reform initiatives, including the OECD’s implementation of a 15% global minimum tax, continue to evolve, and the timing, scope, and application of these rules to U.S.-based multinational corporations remain uncertain. As jurisdictions adopt and interpret these rules, our effective tax rate, tax liabilities, and cash tax obligations could be adversely affected. For example, the enactment of local Qualified Domestic Minimum Top‐Up Taxes (QDMTT) in Brazil and the application of its 15% minimum tax framework in 2025 led us to forego excluding certain tax incentives from the tax base to facilitate the tax‐efficient repatriation of earnings from a Brazilian affiliate, which resulted in a higher effective tax rate in that jurisdiction.

The Company may not be able to fully utilize its U.S. net operating losses and other tax attributes

The Company has net operating losses ("NOLs") and other tax attributes which could be limited if there is a subsequent change of ownership. If the Company were to have a change of ownership within the meaning of Internal Revenue Code ("IRC") Sections 382 and 383, its NOLs and other tax attributes could be limited to an amount equal to its market capitalization at the time of the ownership change multiplied by the federal long-term tax exempt-rate. The Company cannot provide any assurance that such an ownership change will not occur, in which case the availability of the Company's NOLs and other tax attributes could be significantly limited or possibly eliminated. Certain tax benefit preservation provisions of its corporate documents could delay or prevent a change of control, even if that change would be beneficial to stockholders.

Market Related Risk Factors

The Company is subject to significant foreign currency risks and foreign exchange exposure

As a result of Visteon's global presence, a significant portion of the Company's revenues and expenses are denominated in currencies other than the U.S. dollar. The Company is therefore subject to foreign currency risks and foreign exchange exposure. The Company's primary exposures are to the Brazilian real, British pound, Bulgarian Lev, Chinese renminbi, euro, Indian rupee, Japanese yen, Korean won, Mexican peso, and Thai bhat. While we typically hedge our foreign currency exposure, volatility in certain exchange rates could adversely impact Visteon's financial results and comparability of results from period to period.

General Risk Factors

A disruption to the Company's infrastructure of information technology systems, or those of our customers, suppliers, sub-suppliers, partners, service providers or other contract parties, including because of cyberattack, could adversely affect its business and financial performance

The Company relies on the accuracy, capacity, and security of its infrastructure and information technology systems to conduct its business. The Company's systems have in prior years and could in the future be breached, damaged, taken over, or otherwise interrupted by a system failure, cyberattack, malicious computer software (including malware or ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. For example, on July 3, 2023, the Company experienced a disruption of certain IT services and assets at its third-party data center provider that resulted in some IT services experiencing interruptions and loss of data and on December 15, 2024, several servers at a single plant in China were encrypted but the Company’s response plans including back-up restoration negated any material impact to the Company. These types of events have occurred with more frequency within our industry and are expected to continue (and possibly increase) moving forward. Any of these events could result in, amongst other things, the following to the Company or its customers, suppliers, sub-suppliers, or other contract parties: (i) a business disruption, including plant operations, (ii) theft of intellectual property, including trade secrets, or (iii) unauthorized access to personal information, including employee or end consumer personal information. Although the Company has placed a high priority on cybersecurity and continues to enhance (through investments) our controls, processes and practices designed to protect our operational systems and products from a breach, the Company’s actions may not be quick enough to fully protect our operational systems and products against all vulnerabilities, including technologies developed to bypass our security measures. In addition, the company’s employees or customers may accidentally provide their access credentials or other sensitive information to bad actors who could gain access to our secure systems and networks. Nothing ensures that the Company’s actions or investments to improve its systems, products, processes and risk management framework or remediate vulnerabilities will be sufficient or deployed quickly enough to prevent or limit the impact of any breach. Undetected or unrecognized breaches also create a risk to the Company since it takes time to first discover the breach and then patch the vulnerability. The Company also cannot anticipate all the various methods of attacks and have defenses prepared in advance against these types of attacks, and it cannot predict the extent, frequency or impact these attacks may have. To the extent a breach occurs as noted above, or data is lost, destroyed, or inappropriately used or disclosed, such disruptions could lead to legal claims against the Company and adversely affect the Company’s competitive position,

reputation, relationships with customers, financial condition, operating results, and cash flows and/or subject us to regulatory actions, including those contemplated by data privacy laws and regulations. Moreover, the Company may be required to incur significant costs to protect against the damage caused by these disruptions or security breaches in the future. The Company is also dependent on the security measures implemented by our customers, suppliers, and other third-party service providers to protect their own systems, infrastructures, and products. A breach that impacts any of these third-parties' systems could result in unauthorized access to the Company’s or its customers' or suppliers' sensitive data or the Company’s own information technology systems. It could also cause the Company to be non-compliant with applicable laws, subject us to legal claims, disrupt our operations, damage our reputation, or cause a loss of confidence in our products or services, any of which could adversely affect our financial condition, operating results, or cash flow. In addition, if the content, analyses, or recommendations that A.I. programs assist in producing are or are alleged to be deficient, inaccurate, or biased, then the Company’s business, financial condition, and results of operations and our reputation may be adversely affected.

The Company is involved from time to time in legal proceedings and commercial or contractual disputes, which could have an adverse effect on the Company

The Company is involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant. These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes (including disputes with suppliers), intellectual property matters, personal injury claims, and employment matters. Adverse results of such proceedings and claims may have a material adverse impact on the Company’s profitability and financial position.

Climate change, climate change regulations, and greenhouse gas effects could adversely impact the Company’s operations and markets

Climate‐related regulation, disclosure requirements, and stakeholder expectations in the United States and globally continue to evolve and may increase the Company’s costs, compliance obligations, and operational risks. Governments at the federal, state, and international levels have adopted, or are considering, laws and regulations addressing greenhouse gas emissions, climate‐related disclosures, energy use, and supply‐chain transparency. Failure to comply with any legislation or regulation could result in substantial fines, criminal sanctions, or operational changes. Moreover, even without such legislation or regulation, increased awareness of, or any adverse publicity regarding, the effects of greenhouse gases could harm the Company’s reputation or reduce customer demand for its products and services. Automakers have also started implementing climate-related initiatives and objectives each year with their suppliers, and such actions are expected to continue in the future. If the Company is unable to meet these new requirements in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other sustainability initiatives, the Company’s business could be adverselyaffected.

Additionally, as severe weather events become increasingly common, operations of the Company, its customers, and/or suppliers may be disrupted, which could result in increased operational costs or reduced demand for products and services. Natural disasters could cause disruption to the Company’s ability to serve its customers and communities in times of need and extended periods of disruption could have an adverse effect on its results of operations.

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

Governance

Responsibility for assessing and managing cybersecurity risk includes, but is not limited to, input from our Board of Directors, including the Audit Committee of the Board (the “Audit Committee”), senior management and the Crisis Management Team -a cross functional task force comprised of representatives from key corporate and operational functions. These groups devote significant resources to cybersecurity and the risk management processes to adapt to the evolving threat landscape.

Visteon’s internal cyber and information security team oversees and collaborates with external service providers using the National Institute of Standards and Technology (“NIST”) framework to support a layered cybersecurity strategy focused on prevention, detection, mitigation, and remediation of cybersecurity matters. The Chief Information Officer (“CIO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the

Audit Committee and the full Board. The CIO has over 20 years of experience in cybersecurity oversight, and our internal team includes professionals with industry-recognized certifications such as Certified Information Systems Security Professional ("CISSP") and Certified in Risk and Information Systems Control ("CRISC").

The Audit Committee receives quarterly updates on material risks from cybersecurity threats, cybersecurity status, including threat detection, incident response readiness, and strategic roadmap progress. At least twice per year, the full Board reviews key performance indicators, test results, remediation actions, and emerging threats. Management regularly reports cybersecurity risk information to the Board and its committees.

Risk Management, Strategy and Testing

Our cybersecurity risk management program is integrated into Visteon’s Enterprise Risk Management framework and incorporates external expertise through third-party providers for threat intelligence, monitoring, forensics, and advisory services. Visteon engages a managed security service provider to augment its cyber and information security team and to provide additional monitoring capabilities. Visteon’s cyber and information security team reviews enterprise risk management-level cybersecurity risks regularly, and key cybersecurity risks are incorporated into the annual corporate-wide Enterprise Risk Management assessment. We maintain company-wide policies and procedures addressing cybersecurity matters, including encryption standards, endpoint protection, security monitoring, remote access, access control, and the use of confidential information. Visteon has obtained Trusted Information Security Assessment Exchange (“TISAX”) certification labels at multiple global locations.

We periodically perform simulations and tabletop exercises at the management level and incorporate external advisors as needed. All employees complete mandatory cybersecurity training and have access to additional modules throughout the year. Our defenses are regularly tested through technical simulations, including red team/blue team exercises, and operational policy reviews with third-party experts. At the management level, our cyber and information security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Our cyber and information security team conducts regular reviews of third-party hosted applications with a specific focus on any sensitive data shared with third parties. Internal audit collaborates with business owners to review user access and obtain System and Organization Controls (“SOC”) reports from vendors hosting sensitive data. Where SOC reports are unavailable, we take additional steps to assess vendor cybersecurity preparedness.

For certain products more susceptible to cybersecurity threats, we apply additional risk assessments and management processes aligned with customer requirements and industry standards, including ISO 21434 for road vehicle cybersecurity engineering. Product-level cybersecurity management is led by a dedicated team within engineering, which reports at least twice per year to the Technology Committee of the Board.

The Company has from time-to-time experienced threats to and breaches of its data and systems, including malware attacks. However to date, cybersecurity risks have not materially affected our business strategy, operations, or financial condition. Despite our extensive approach, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company or its stakeholders. See Item 1A, “Risk Factors,” for additional discussion of cybersecurity risks.

Item 2. Properties

The Company's principal executive offices are located in Van Buren Township, Michigan. At December 31, 2025, the Company and its consolidated subsidiaries owned or leased:

•35 corporate offices, technical and engineering centers and customer service centers in 17 countries around the world, all of which were leased.

•13 manufacturing and/or assembly facilities in Brazil, China, India, Japan, Mexico, Portugal, Slovakia, Tunisia, and Thailand, of which 10 were leased and 3 were owned.

In addition, the Company's non-consolidated affiliates operate 6 manufacturing and/or assembly locations, primarily in the Asia Pacific region. The Company considers its facilities to be adequate for its current uses.

Item 3.Legal Proceedings

From time to time, the Company is involved in various legal matters and proceedings arising in the ordinary course of business. While the Company incurs costs, including but not limited to, attorneys’ fees, the Company does not currently expect any of these matters or proceedings to have a material effect on its results of operations, financial position or cash flows. Certain legal proceedings in which the Company is involved are discussed in Note 19, “Commitments and Contingencies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, “Financial Statements and Supplementary Data” and should be considered an integral part of Part I, Item 3, “Legal Proceedings.”

Item 4.Mine Safety Disclosures

None

Item 4A. Information about Our Executive Officers

The following table shows information about the executive officers of the Company as of February 1, 2026:

Name Age Position

Sachin S. Lawande 58 Director, President and Chief Executive Officer

Jerome J. Rouquet 58 Senior Vice President and Chief Financial Officer

Colleen E. Myers 50 Vice President and Chief Accounting Officer

Brett D. Pynnonen 57 Senior Vice President and Chief Legal Officer

Qais M. Sharif 63 Senior Vice President, and General Manager of the Americas

Kristin E. Trecker 60 Senior Vice President and Chief People Officer

Sachin S. Lawande has been Visteon’s Chief Executive Officer, President, and a director of the Company since June 29, 2015. Before joining Visteon, Mr. Lawande served as Executive Vice President and President, Infotainment Division of Harman International Industries, Inc., an automotive supplier, from July 2013 to June 2015. From July 2011 to June 2013, he served as Executive Vice President and President of Harman’s Lifestyle Division, and from July 2010 to June 2011 as Executive Vice President and Co-President, Automotive Division. Prior to that he served as Harman’s Executive Vice President and Chief Technology Officer since February 2009. Mr. Lawande joined Harman International in 2006, following senior roles at QNX Software Systems and 3Com Corporation. He also serves on the board of directors of Cognex Corporation, a leading worldwide provider of machine vision products that are widely used in automotive, consumer electronics, life sciences, and logistics industries. Within the last five years, he also served on the board of directors of DXC Technology Company.

Jerome J. Rouquet has been Visteon’s Senior Vice President and Chief Financial Officer since February 2020 (after joining the Company as Senior Vice President, Finance in January 2020). Prior to that, he held leadership roles of increasing responsibility at Federal-Mogul, LLC (a global automotive supplier), including Senior Vice President and Chief Financial Officer from January 2016 to September 2018, Chief Accounting Officer and Controller from July 2010 to January 2016, and Finance Director from March 1999 to July 2010. Following the acquisition of Federal-Mogul by Tenneco, Inc., he most recently served as Senior Vice President Finance, Motorparts from October 2018 to December 2019. From 1990 to 1996, Mr. Rouquet served in various roles at Imaje SA, from Logistics Manager to Financial Controller.

Colleen E. Myers has been Visteon’s Vice President and Chief Accounting Officer since January 2024. Prior to the appointment, she was Assistant Controller since May 2021 and Senior Manager, Reporting and Consolidations since joining the Company in June 2015. Prior to joining Visteon, she worked at Masco Corporation holding supervisory positions of increasing responsibility in financial reporting and internal audit. Ms. Myers is a certified public accountant.

Brett D. Pynnonen has been Visteon’s Senior Vice President and Chief Legal Officer since December 2016. Prior to that, he was Vice President and General Counsel since joining the Company in March 2016. Before joining Visteon, he was Senior Vice President, General Counsel and Corporate Secretary of Federal-Mogul Holdings Corporation, a global automotive supplier, from November 2007 to March 2016. Prior to that, he was General Counsel and Secretary of Covansys Corporation, a technology services company, and an attorney at the law firm of Butzel Long.

Joao Paulo Ribeiro has been Visteon’s Senior Vice President, Operation, Supply Chain, and Procurement since November 2021. Prior to that he was Vice President, Manufacturing and Supply Chain since March 2020, Vice President, Manufacturing Operations since March 2014, and Managing Director, European Operations from October 2010 to March 2014. During his career with Visteon and Ford Motor Company, he has held management positions of increasing responsibility in manufacturing and operations.

Qais Sharif has been Visteon’s Senior Vice President and General Manager of the Americas since November 2023. Prior to that he was, Vice President and General Manager of the Americas since December 2021, Vice President Displays Product Line since November 2019 and Vice President, Product Management Driver Information and Displays since joining the Company in August 2016. Prior to joining Visteon, Mr. Sharif was Vice President, Information Technology and Mobile USA Sales and Marketing at LG Display Company, an automotive supplier, and Global Vice President of Sales at TE Connectivity, a consumer electronics company.

Kristin E. Trecker has been Visteon’s Senior Vice President and Chief People Officer since joining the Company in May 2018. Before joining Visteon, she served as Executive Vice President and Chief Human Resources Officer (“CHRO”) for Integer Holdings Corp. (formerly Greatbatch, Inc.), a medical device contract development and manufacturer, from November 2015 to May 2017, and as Senior Vice President and CHRO of MTS Systems Corp., a global engineering firm, from February 2012 to October 2015. Prior to that Ms. Trecker spent 16 years with Lawson Software, Inc. in roles of increasing responsibility, ranging from Director of Compensation and Benefits to Senior Vice President of Human Resources.

Robert R. Vallance has been Visteon’s Senior Vice President, Product Lines, China and APAC Supplier Strategy since January 2025. Prior to that he was Senior Vice President of Global Customer Business Groups, New Technology Product Lines, and General Manager APAC Region since January 2022 and Senior Vice President, Customer Business Groups since December 2016. He also served as Vice President, Customer Business Groups upon rejoining the Company in July 2014. From February 2008 to June 2014, he served as Vice President, Electronics Business Group of Johnson Controls, Inc., an automotive supplier. Prior to that, he spent 23 years at Ford Motor Company and Visteon in product development, program and commercial management, strategy and planning, product marketing, and manufacturing.

Part II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock, $0.01 par value per share, trades on the Nasdaq Global Select Market under the symbol "VC". As of February 6, 2026, the Company had 2,351 shareholders of record.

During 2025, the Board declared two quarterly cash dividends, each of $0.275 per share, paid on September 5 and December 5 to shareholders of record as of August 18 and November 18, respectively. Cash dividends totaled $15 million for the year ended December 31, 2025. No dividends were paid in 2024.

The Company’s Board evaluates the Company’s dividend policy based on all relevant factors. The Company’s credit agreements limit the amount of cash payments for dividends that may be made. Additionally, the ability of the Company’s subsidiaries to transfer dividends is subject to various restrictions, including regulatory requirements and governmental restraints.

No sales of the Company’s common stock were made by or on behalf of the Company or an affiliated purchaser during the fourth quarter of 2025.

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. As of December 31, 2025, the Company has $74 million of authorized purchases of common stock remaining.

The following table summarizes information relating to purchases made by or on behalf of the Company, or an affiliated purchaser, of shares of the Company’s common stock during the fourth quarter of 2025.

(1) The Company does not include shares surrendered to pay taxes incurred upon exercises of stock options for purposes of this Item 5 of Part II of this Annual Report on Form 10-K.

(2) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. All dollar amounts presented exclude such excise taxes, as applicable.

The following information in Item 5 is not deemed to be “soliciting material” or be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.

Performance Graph

The following graph compares the cumulative total stockholder return from December 31, 2020 through December 31, 2025, for Visteon's existing common stock, the S&P 500 Index and the Dow Jones U.S. Auto Parts Index. The graph below assumes that $100 was invested on December 31, 2020 in each of the Company's common stock, the stocks comprising the S&P 500 Index and the stocks comprising the Dow Jones U.S. Auto Parts Index, and that all dividends have been reinvested.

The above comparisons are required by the SEC and are not intended to forecast or be indicative of possible future performance of the Company's common stock or the referenced indices.

Item 6. [Reserved]

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations, financial condition, and cash flows of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s consolidated financial statements and related notes appearing in Item 8 of this Annual Report on Form 10-K “Financial Statements and Supplementary Data”.

Executive Summary

Strategic Priorities

Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. The Company's platforms leverage proven, scalable hardware and software solutions that enable the digital, electric, and autonomous evolution of its global automotive customers. The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital, incorporates increased connectivity through onboard computing, software and cloud-enabled features, and includes more advanced safety features.

The Company has laid out the following strategic priorities:

•Technology Innovation - The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, and voice enabled. The Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.

•Long-Term Growth - The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service.

•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, attractive inorganic growth opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $226 million of Company common stock under this program. During the year ended December 31, 2025, the Company paid a total of $15 million of quarterly cash dividends. During the year ended December 31, 2025, Visteon paid a net cash outlay of $50 million on inorganic growth to acquire a user experience electronics engineering consulting and consumer research company.

Financial Results

The pie charts below highlight the sales breakdown for Visteon for the year ended December 31, 2025.

*Regional sales are based on the geographic region where sale originates and not where customer is located (excludes inter-regional eliminations).

Global Automotive Market Conditions and Production Levels

Global light-vehicle production rose approximately 4% in 2025, based on January 2026 S&P Global data, while production volumes for the Company’s key customers decreased around 1%. In North America, retail demand remained resilient with U.S. seasonally adjusted retail sales above 16 million units in 2025, although electric-vehicle (“EV”) purchases softened in the fourth quarter following accelerated buying activity ahead of expiring tax credits. Industry production declined slightly, and production at the Company’s major customers declined at a slightly higher rate. In Europe, industry production decreased slightly compared to the prior year, while production at the Company’s top customers declined at a higher rate. Jaguar Land Rover (“JLR”) production was down significantly as operations were temporarily suspended during September and the company slowly ramped up production in the fourth quarter. In China, production increased by 10%, supported by continued share gains of domestic OEMs, and production at the Company’s key customers increased year over year but continued to lag the broader market due to ongoing shifts in OEM mix.

For the full year 2026, S&P Global expects global light-vehicle production to decrease slightly compared to 2025, and production volumes for the Company’s key customers are anticipated to decline by a low-single-digit percentage. Market conditions remain mixed across regions, with retail demand in the U.S. remaining stable, though sales of EVs are expected to decline due to the recent expiration of certain tax credits. Retail demand in Europe is forecasted to increase slightly, while retail demand in China is forecasted to decline marginally due to recent changes in government incentives. In 2026, memory chip market conditions may create cost pressures and have the potential to affect industry production volumes, as memory supplier capacity is increasingly allocated to support growth in data center infrastructure. The impact of tariffs on the automotive industry remains uncertain, with the potential to increase production costs and weigh on future vehicle volumes; however, the effects have been minimal to date.

The industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.

Company Highlights

In 2025, Visteon continued to progress on its long-term growth strategy, making meaningful progress across product development, customer expansion, operational execution, and capital allocation, despite a challenging and uneven automotive environment.

Sales were $3,768 million, down 3% year over year, reflecting lower customer commodity price recoveries, continued market weakness in China and lower demand for its battery management system. Despite these headwinds, Visteon continued to outperform underlying customer production trends, supported by new product launches, strong performance in displays, and disciplined commercial execution. Net income attributable to Visteon was $201 million, reflecting a decline from the prior year due largely to a higher income tax provision driven primarily by changes in the Company's valuation allowance assessments, offset in part by lower restructuring costs and higher earnings from non‐consolidated affiliates. Adjusted EBITDA1 was $492 million reflecting continued operational discipline and effective cost management despite lower reported sales.

Strategic execution in 2025 was highlighted by strong new business momentum including next-generation cockpit technologies. During the year, Visteon secured $7.4 billion of new business awards across its product portfolio, reflecting broad-based customer demand for digital cockpits and advanced displays. Notably, the Company secured two SmartCoreTM high-performance computing (“HPC”) program awards, reinforcing customer confidence in the scalability of its cockpit domain controller architecture and its ability to support increased software content and advanced in-cabin functionality. The 2025 business wins of $7.4 billion included $3.6 billion of new display wins across 17 OEM customers. The Company also launched 18 new display products and expanded beyond its core markets, securing $1.1 billion of new business in two-wheeler and commercial vehicle applications.

Operationally, in 2025 Visteon delivered its fifth consecutive year of positive net income attributable to Visteon, by generating $201 million. While net income attributable to Visteon declined year‐over‐year driven primarily by changes in the Company's valuation allowance assessments, underlying profitability remained solid, supported by strong operational performance. Solid gross margin performance, disciplined cost actions, and continued commercial execution enabled the Company to maintain strong net income despite lower sales and industry volatility. The Company delivered its fifth consecutive year of Adjusted EBITDA1 margin expansion, reflecting strong cost performance and disciplined commercial management.

In parallel with these commercial and operational achievements, Visteon generated strong cash flow from operations during the year, reflecting the strength of its earnings profile, disciplined working capital management, and capital efficiency. The Company also maintained a balanced approach to capital allocation, returning approximately $70 million to shareholders through share repurchases and dividends while also completing a second engineering services acquisition to further strengthen its capabilities.

Taken together, these achievements demonstrate Visteon’s ability to execute across its strategic priorities, deliver measurable financial and operational results, and position the Company for sustained long-term growth.

1 Adjusted EBITDA is a Non-GAAP financial measure, as defined below.

Results of Operations

Year ended December 31, 2025 Compared to Year ended December 31, 2024

The Company's consolidated results of operations for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

Selling, general and administrative expenses (202) (207) 5

Restructuring, net (8) (32) 24

Interest income (expense), net 9 2 7

Equity in net (loss) income of non-consolidated affiliates 8 (3) 11

Other income (expense), net (1) 7 (8)

Income (loss) before income taxes 338 298 40

Benefit from (provision for) income taxes2 (125) 8 (133)

Less: Net (income) loss attributable to non-controlling interests (12) (10) (2)

Net income (loss) attributable to Visteon Corporation2 $ 201 $ 296 $ (95)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined below.

Net Sales and Cost of Sales

(In millions) Net Sales Cost of Sales Gross Margin

Volume, mix, and net new business (106) 85 (21)

Customer pricing, net (141) — (141)

Currency 1 — 1

Engineering costs, net — (35) (35)

Cost performance, design changes, and other 148 49 197

Net sales for the year ended December 31, 2025 totaled $3,768 million, which represents a decrease of $98 million compared with 2024. Volumes and net new business decreased net sales by $106 million. Customer pricing decreased net sales by $141 million as a result of annual price reductions and lower customer recoveries due to improving supply chain dynamics. Currency increased sales by $1 million due to increases in the euro and Thai baht which were partially offset by decreases in the Indian rupee and Brazilian real. Other cost performance, design changes and other increased net sales by $148 million primarily due to one-time items and sales from the recently acquired engineering services companies.

Cost of sales decreased $99 million for the year ended December 31, 2025, when compared with 2024. Volume, mix and net new business decreased cost of sales by $85 million. Net engineering costs, excluding currency, increased cost of sales by $35 million primarily driven by recently acquired engineering services companies. Currency impacts were flat due to increases in the Mexican peso and euro which were offset by a decrease in the Brazilian real. Cost performance, design changes and other items decreased cost of sales by $49 million primarily due to operational efficiencies.

A summary of net engineering costs is shown below:

Year Ended December 31,

Gross engineering costs $ (364) $ (334)

Engineering costs, net $ (220) $ (191)

Gross engineering costs relate to forward model program development and advanced engineering activities and services. Net engineering costs of $364 million for the year ended December 31, 2025, including the impacts of currency, were $29 million higher than the same period of 2024. The increase is primarily due to recent engineering services acquisitions, partially offset by lower personnel cost and favorable impacts from currency.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $202 million, 5.4% of net sales, and $207 million, 5.4% of net sales, for the years ended December 31, 2025 and 2024, respectively. Expenses decreased during 2025 due to lower bad debt expense, partially offset by the impact of currency due to increases in the euro.

Restructuring, net

The Company recorded $8 million and $32 million of net restructuring expense for the years ended December 31, 2025 and 2024, respectively. These expenses are primarily related to employee severance. The decrease is primarily related to the non-recurrence of the third quarter 2024 restructuring program.

Interest, Net

Net interest income for the year ended December 31, 2025, was $9 million, compared to interest income of $2 million in the same period 2024. The increase in interest income, net of expense, during 2025 is due to interest income on increased cash balances and decreased interest expense due to a lower principal debt balance and lower interest rates on debt.

Equity in Net Income of Non-Consolidated Affiliates

Equity in net income of non-consolidated affiliates was income of $8 million and a loss of $3 million for the years ended December 31, 2025 and 2024, respectively. The increased income is due to increased net operating profits at affiliates.

Other Income (Loss), Net

Other income (loss), net consists of the following:

Year Ended December 31,

Pension financing benefits, net $ 8 $ 11

Pension settlement and curtailment (7) (4)

Other gains (costs) (2) —

Pension financing benefits, net decreased due to lower expected return on assets related to employee benefit plans.

During the year ended December 31, 2025, the Company entered into an annuity contract to transfer a portion of its U.S. defined benefit pension obligations to a third‐party insurer, resulting in a settlement loss of $7 million.

During the year ended December 31, 2024 the Company incurred settlement and curtailment losses of $4 million related to an early buyout of individuals in the U.S. defined benefit plan.

Income Taxes

The Company recorded an income tax provision of $125 million for the year ended December 31, 2025, compared to a $8 million income tax benefit in 2024. The year‐over‐year change of $133 million was driven primarily by changes in the Company’s valuation allowance assessments.

During the fourth quarter of 2025, the Company updated its forward‐looking profitability projections and reassessed the expected utilization of its deferred tax carryforward attributes using the tax law ordering approach, consistent with the change in accounting principle described in Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data." This reassessment reflected the estimated impacts of the One Big Beautiful Bill Act (the “Act”) and refinements to state-level valuation allowance estimates. As a result, the Company recognized a combined $55 million of discrete income tax expense during 2025. Also in the fourth quarter of 2025, the Company concluded that certain deferred tax assets in Germany and Brazil were more likely than not to be realized, resulting in a $20 million non‐cash tax benefit.

In 2024, the Company determined that additional deferred tax assets in the U.S. and Germany were more likely than not to be realized, resulting in non‐cash tax benefits of $71 million and $7 million, respectively. The net year‐over‐year change in valuation allowance adjustments contributed $113 million to the increase in income tax expense. The remaining $20 million increase is primarily attributable to the overall increase in pretax income, including changes in the mix of earnings and differing tax rates between jurisdictions, withholding taxes, and uncertain tax positions.

For additional information regarding the Company’s valuation allowances, see Note 14, "Income Taxes" within Part II, Item 8, “Financial Statements and Supplementary Data.”

Adjusted EBITDA1

The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.

Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.

The reconciliation of Adjusted EBITDA1 to net income attributable to Visteon for the years ended December 31, 2025 and 2024 is as follows:

Year Ended December 31,

Net income (loss) attributable to Visteon Corporation2 $ 201 $ 296 $ (95)

Depreciation and amortization 109 96 13

Restructuring, net 8 32 (24)

Provision for (benefit from) income tax2 125 (8) 133

Non-cash, stock-based compensation expense 45 41 4

Interest (income) expense, net (9) (2) (7)

Net income (loss) attributable to non-controlling interests 12 10 2

Equity in net loss (income) of non-consolidated affiliates (8) 3 (11)

Other, net 9 6 3

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Adjusted EBITDA1 was $492 million for the year ended December 31, 2025, an increase of $18 million compared to 2024. Strong cost performance, disciplined commercial actions, and favorable one‐time items, partially offset by higher warranty expense and the negative effects of volume and net new business, resulted in a net benefit of approximately $195 million. This improvement was offset by a $141 million reduction from customer pricing and lower recoveries as supply‐chain conditions normalized. Adjusted EBITDA1 was further impacted by $35 million of higher net engineering costs and $1 million unfavorable foreign currency effect, primarily from movements in the euro and Thai baht, partially offset by the Indian rupee.

Results of Operations

Year ended December 31, 2024 Compared to Year ended December 31, 2023

During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‐law‐ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‐K.

For a complete analysis of our financial condition and results of operations for fiscal year 2024, including the comparison to fiscal year 2023, refer to Part II, Item 7 of our Annual Report on Form 10‐K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 18, 2025. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.

The Company's consolidated results of operations for the years ended December 31, 2024 and 2023 were as follows.

Year Ended December 31,

Selling, general and administrative expenses (207) (207) —

Restructuring, net (32) (5) (27)

Interest income (expense), net 2 (7) 9

Equity in net (loss) income of non-consolidated affiliates (3) (10) 7

Other income (expense), net 7 (1) 8

Income (loss) before income taxes 298 257 41

Benefit from (provision for) income taxes2 8 330 (322)

Less: Net (income) loss attributable to non-controlling interests (10) (19) 9

Net income (loss) attributable to Visteon Corporation2 $ 296 $ 568 $ (272)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Income Taxes

The Company's benefit from income taxes was $8 million for year ended December 31, 2024, reflecting a $322 million increase compared to the $330 million benefit from income taxes in 2023. In the fourth quarter of 2023, the Company released $395 million from its deferred tax valuation allowance related to U.S. federal and certain state deferred tax assets. In 2024, the Company determined that additional U.S. deferred income tax assets were more likely than not to be realized resulting in a $71 million non-cash tax benefit.

Adjusted EBITDA1

The reconciliation of Adjusted EBITDA1 to net income attributable to Visteon for the years ended December 31, 2024 and 2023 is as follows.

Year Ended December 31,

Net income (loss) attributable to Visteon Corporation2 $ 296 $ 568 $ (272)

Depreciation and amortization 96 104 (8)

Restructuring, net 32 5 27

Provision for (benefit from) income tax2 (8) (330) 322

Non-cash, stock-based compensation expense 41 34 7

Interest (income) expense, net (2) 7 (9)

Net income (loss) attributable to non-controlling interests 10 19 (9)

Equity in net loss (income) of non-consolidated affiliates 3 10 (7)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Adjusted EBITDA1 was $474 million for the year ended December 31, 2024, representing an increase of $40 million when compared to 2023. Favorable volumes and mix, and the ongoing benefits of cost and commercial discipline increased Adjusted EBITDA1 by $37 million. Foreign currency decreased Adjusted EBITDA1 by $12 million, primarily attributable to the Brazilian real and Japanese yen, partially offset by the Mexican peso. Net engineering costs, excluding currency, increased Adjusted EBITDA1 by $15 million from favorable timing of recoveries.

Liquidity

Overview

The Company's primary sources of liquidity are cash flows from operations, existing cash balances, and borrowings under available credit facilities. The Company's intra-year needs are normally impacted by seasonal effects in the industry, such as mid-year shutdowns, the ramp-up of new model production, and year-end shutdowns at key customers.

A substantial portion of the Company's cash flows from operations are generated by operations located outside of the U.S. Accordingly, the Company utilizes a combination of cash repatriation strategies, including dividends and distributions, royalties, and other intercompany arrangements to provide the funds necessary to meet obligations globally. The Company’s ability to access funds from its subsidiaries is subject to, among other things, customary regulatory and statutory requirements and contractual arrangements including joint venture agreements and local credit facilities. Moreover, repatriation efforts may be modified by the Company according to prevailing circumstances.

Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of December 31, 2025, the Company’s corporate credit rating has been upgraded from BB to BB+ by Standard & Poor’s and from Ba2 to Ba1 by Moody's. See Note 11, "Debt" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures and intercompany load agreements. Affiliate working capital lines had availability of $150 millionand the Company had $400 million of available credit under the revolving credit facility as of December 31, 2025.

Cash Balances

As of December 31, 2025, the Company had total cash and equivalents of $773 million, including $2 million of restricted cash and $104 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.

Cash balances totaling $573 million were located in jurisdictions outside of the U.S., of which approximately $235 million is considered permanently reinvested for funding ongoing operations outside of the U.S. If such permanently reinvested funds were repatriated to the U.S., no U.S. federal taxes would be imposed on the distribution of such foreign earnings due to U.S. tax reform enacted in December 2017. However, the Company would be required to accrue additional tax expense primarily related to foreign withholding taxes.

Other Items Affecting Liquidity

During 2025, the Company returned capital to shareholders through both dividends and share repurchases, paying $15 million in quarterly cash dividends and repurchasing 555,997 shares at an average price of $101.70, totaling $57 million. Decisions regarding future dividends remain at the sole discretion of the Board of Directors and will depend on a range of factors, including general economic conditions, the Company’s financial performance, available liquidity, capital requirements, regulatory considerations, and other relevant matters. These actions reflect the Company’s ongoing commitment to shareholder returns and form an integral part of its broader capital allocation strategy.

During the year ended December 31, 2025, cash contributions to the Company's defined benefit plans were $17 million related to its U.S. plans and $7 million related to its non-U.S. plans. Additionally, the Company expects to make contributions to its U.S. and Non-US defined benefit pension plans of $3 million and $8 million, respectively during 2026.

During the year ended December 31, 2025, the Company paid $15 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is provided in Note 4, "Restructuring" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The Company has committed to make investments totaling $20 million in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements. As of December 31, 2025, the Company has contributed $15 million toward the aggregate investment commitments. As a limited partner in each entity, the Company will periodically make capital contributions toward the total commitment amount.

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the year ended December 31, 2025, the Company purchased 555,997 shares at an average price of $101.70 related to this program totaling $57 million. As of December 31, 2025, the Company has $74 million of authorized purchases of common stock remaining.

Purchase Obligations

As of December 31, 2025, the Company has contractual purchase obligations of approximately $44 million through 2029.

Leases

The Company has operating leases primarily for corporate offices, technical and engineering centers, vehicles, and certain equipment with future lease obligations ranging from 2026 to 2037. Additional discussion regarding the Company's leasing activities is provided in Note 9, "Leases" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Taxes

The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of December 31, 2025, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $23 million. The Company further expects that it is reasonably possible that the anticipated settlement of an ongoing bilateral Advance Pricing Agreement (“APA”) with the U.S. Internal Revenue Service and the India Tax Authority (“ITA”) could result in payment to the ITA in the range of $10 to $15 million (including interest) by the end of 2026. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the timing of cash settlement, if any, for its remaining unrecognized tax benefits with the respective taxing authorities.

For further information related to the Company’s unrecognized tax benefits, see Note 14, “Income Taxes” within Part II, Item 8, “Financial Statements and Supplementary Data.” to the consolidated financial statements included in this Report.

Cash Flows

Operating Activities

The Company generated $410 million of cash from operating activities during 2025, compared with $427 million in 2024. Cash from operations benefited from strong operating performance including solid profitability and working capital management. The year‐over‐year change was driven primarily by higher cash tax payments of $25 million and increased incentive compensation of $13 million.

Investing Activities

Net cash used by investing activities was $181 million and $189 million during the years ended December 31, 2025 and 2024, respectively. The $8 million decrease in cash used by investing activities compared to the prior year is primarily due to decreased capital expenditures of $4 million and the decrease in acquisition of businesses, net of cash acquired, of $5 million.

Financing Activities

Net cash used by financing activities was $116 million and $100 million for during the years ended December 31, 2025 and 2024, respectively. This $16 million increase compared to the prior year is primarily attributable to cash paid for dividends to shareholders of $15 million.

Debt and Capital Structure

See "Liquidity" above and also see Note 11, "Debt" and Note 15, "Stockholders' Equity and Non-controlling Interests" to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.

Fair Value Measurements

See Note 17, "Fair Value Measurements" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Change in Accounting Principle

Assessing Realizability of U.S. Deferred Tax Assets Accounting Method Change

During the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings method to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes. Refer to Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Critical Accounting Estimates

The Company’s significant accounting policies have been disclosed in the consolidated financial statements and accompanying notes under Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Certain policies relate to estimates that involve matters that are highly uncertain at the time the accounting estimate is made and different estimates or changes to an estimate could have a material impact on the reported financial position, changes in financial condition or results of operations. Such critical estimates are discussed below. For these, materially different amounts could be reported under varied conditions and assumptions. Other items in the Company's consolidated financial statements require estimation; however, in the Company's opinion, they are not as critical as those discussed below.

Business Combinations

We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets. Critical estimates when valuing intangible assets include expected future cash flows based on consideration of revenue and revenue growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill.

Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The fair value of contingent consideration arrangements is remeasured annually until settlement, with changes in fair value recognized as Other income (loss). This remeasurement requires the use of significant estimates and assumptions, which vary based on the specific criteria of underlying each arrangement.

Acquisition costs are expensed as incurred and recorded in Other income (loss) on the income statement.

Revenue Recognition

Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations. See Note 1, "Summary of Significant Accounting Policies” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Product Warranty and Recall

The Company accrues for warranty obligations for products sold based on management estimates, with support from the Company’s sales, engineering, quality, and legal functions, of the amount that eventually will be required to settle such obligations. These estimates consider several factors including contractual arrangements, past experience, current claims, production changes, industry developments, dealership repair practices, repair time and other relevant information available at the time the estimate is made. Management applies a consistent estimation approach that reflects the most supportable amount within the range of potential outcomes based on the information evaluated.

The Company accrues for product recall claims related to potential financial participation in customer actions to provide remedies associated with actual or threatened regulatory or court actions or the Company’s determination of the potential for such actions. These accruals are based on the specific facts and circumstances underlying each matter, with support from the Company’s engineering, quality, and legal functions and reflect management's best estimate of the obligations that will ultimately be incurred. See Note 19, "Commitments and Contingencies" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Restructuring

The Company accrues costs in connection with its restructuring of the engineering, administration, and manufacturing organizations. These accruals include estimates primarily related to employee headcount, local statutory benefits, and other employee termination costs. Actual costs may vary from these estimates. These accruals are reviewed on a quarterly basis and changes to restructuring actions are recognized when approved. See Note 4, “Restructuring” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Pension Plans

Certain Company employees participate in defined benefit pension plans or retirement/termination indemnity plans. The Company has approximately $50 million in unfunded net pension liabilities as of December 31, 2025, of which approximately $38 million and $12 million are attributable to U.S. and non-U.S. pension plans, respectively. The determination of the Company’s obligations and expense for its pension plans is dependent on assumptions set by the Company used by actuaries in calculating such amounts. Assumptions, including the discount rate, expected long-term rate of return on plan assets, and rate of increase in compensation, are described in Note 12, “Employee Benefit Plans” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which are incorporated herein by reference.

Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense in future periods. Therefore, assumptions used to calculate benefit obligations as of the annual measurement date directly impact the expense to be recognized in future periods. The primary assumptions affecting the Company’s accounting for employee benefits, as of December 31, 2025, are as follows:

Expected long-term rate of return on plan assets

The expected long-term rate of return is used to calculate net periodic pension cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time the expected long-term rate of return on plan assets is designed to approximate actual returns. The expected long-term rate of return for pension assets has been estimated based on various inputs, including historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market returns, inflation, and other variables.

U.S. Plans Non-U.S. Plans

The Company has set the long-term rates of return assumptions for its 2026 pension expense which range from 2.00% to 10.60% outside the U.S. and 7.06% in the U.S.

Discount rate

The Company uses the spot rate method to estimate the service and interest components of net periodic benefit cost for pension benefits for its U.S. and certain non-U.S. plans. The Company has elected to utilize an approach that discounts individual expected cash flows underlying interest and service costs using the applicable spot rates derived from the yield curve used to determine the benefit obligation to the relevant projected cash flows. The discount rate assumption is based on market rates for a hypothetical portfolio of high-quality corporate bonds rated Aa or better with maturities closely matched to the timing of projected benefit payments for each plan at its annual measurement date.

U.S. Plans Non-U.S. Plans

While the Company believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company’s pension benefit obligations and its future expense. The following table illustrates the sensitivity to a change in certain assumptions for Company sponsored U.S. and non-U.S. pension plans on its 2025 funded status and 2026 pretax pension expense.

(a) Assumes all other assumptions are held constant.

(b) Excludes impact of assets used to hedge discount rate volatility.

Income Taxes

The Company’s income tax expense, deferred tax assets and liabilities, and liabilities for uncertain tax positions reflect management’s estimates of current and future tax obligations. Because the Company is subject to income taxation in the United States and numerous foreign jurisdictions, the determination of consolidated income tax expense requires significant judgment.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements. In assessing the realizability of deferred tax assets in each jurisdiction, the Company evaluates all available positive and negative evidence, including historical and projected future taxable income, the expected timing of reversals of temporary differences, anticipated utilization of tax attribute carryforwards such as net operating losses and foreign tax credits, and available tax planning strategies.

Management’s estimates of future taxable income incorporate historical operating results, adjusted for non‐recurring items, together with forecasts of federal, state, and foreign pretax operating income. These projections require significant judgment and are consistent with the assumptions used to manage the Company’s operations. When the weight of available evidence indicates that it is more likely than not that a deferred tax asset will not be realized, the Company records a valuation allowance.

Effective December 31, 2025, the Company changed its method for assessing the realizability of U.S. deferred tax assets from an incremental cash‐tax‐savings approach to the tax‐law‐ordering approach. Management determined that the tax‐law‐ordering approach is preferable because it provides greater transparency regarding the expected utilization of existing tax attributes, prioritizes existing attributes over future attributes, aligns with prevailing practice, and is consistent with approaches publicly disclosed by peer companies. Under this approach, the Company evaluates whether existing U.S. tax carryforward deferred tax assets are expected to reduce future tax liabilities when utilized, rather than assessing realizability solely based on incremental cash‐tax savings. This change in accounting principle has been applied retrospectively. See Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, "Financial Statements and Supplementary Data" for additional information.

Prior to December 31, 2023, the Company maintained a full valuation allowance against its U.S. deferred tax assets due primarily to historical cumulative losses. As of December 31, 2023, after evaluating both positive and negative evidence, including projected future taxable income supported by objective and verifiable earnings history, the Company concluded that it was more likely than not that a substantial portion of its U.S. deferred tax assets would be realized, and accordingly released a portion of the valuation allowance.

As of December 31, 2025, deferred tax assets not expected to be realized primarily relate to (i) foreign tax credit carryforwards, as the Company has generated and expects to continue generating excess credits that are not expected to be utilized prior to expiration; (ii) certain U.S. research credit carryforwards expected to expire unused; and (iii) certain state net operating loss carryforwards expected to expire prior to utilization. The ultimate realization of deferred tax assets depends on the generation of sufficient taxable income during the periods in which deductible temporary differences reverse. In making this assessment, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.

Based on historical taxable income and projected future taxable income over the periods in which deferred tax assets are expected to be realized, management believes it is more likely than not that the Company will realize the benefits of its deferred tax assets, net of existing valuation allowances.

See Note 14, "Income Taxes" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Recent Accounting Pronouncements

See Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.

Forward-Looking Statements

Certain statements contained or incorporated in this Annual Report on Form 10-K which are not statements of historical fact constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements give current expectations or forecasts of future events. Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and estimates, which are subject to risks and uncertainties including those discussed in Item 1A under the heading “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on these forward-looking statements. Also, these forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Annual Report on Form 10-K. The Company does not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made and qualifies all of its forward-looking statements by these cautionary statements.

You should understand that various factors, in addition to those discussed elsewhere in this document, could affect the Company’s future results and could cause results to differ materially from those expressed in such forward-looking statements, including:

•Uncertainties in U.S. or foreign policy regarding trade agreements, tariffs or other internation trade policies and any response to such actions by foreign countries.

•Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors (including DRAM) and those components from suppliers who are sole or primary sources.

•Failure of the Company’s joint venture partners to comply with contractual obligations or to exert undue influence in China.

•Significant changes in the competitive environment in the major markets where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.

•Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable customer and supplier payment terms.

•Visteon's ability to avoid or continue to operate during a strike, or partial work stoppage or slow down at any of Visteon's principal customers

•Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis.

•Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers.

•Changes in vehicle production volume of Visteon’s customers in the markets where it operates.

•Visteon’s ability to grow its business with Chinese domestics OEMs and to compete with Chinese domestic suppliers as they expand their market-share outside of China.

•Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas.

•Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.

•Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements.

•Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities, and implement cost-saving measures.

•The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities.

•Legal and administrative proceedings, investigations, and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims, and any recalls of products manufactured or sold by Visteon.

•Changes in economic conditions, currency exchange rates, interest rates, changes in foreign laws, regulations or trade policies, including export controls of certain parts or materials or political stability in foreign countries where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.

•Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components, or supplies to manufacture its products or where its products are manufactured, distributed, or sold.

•Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management.

•Changes in laws, tariffs, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, prohibit, or otherwise affect, the manufacture, licensing, distribution, sale, ownership, or use of Visteon’s or its suppliers' products or assets.

•Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system, changes in fuel prices, and disruptions of supply.

•The cyclical and seasonal nature of the automotive industry.

•Visteon’s ability to comply with environmental, safety, and other regulations applicable to it and any increase in the requirements, responsibilities, and associated expenses and expenditures of these regulations.

•Disruptions in information technology systems including, but not limited to, system failure, cyber-attack, malicious computer software (malware including ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters.

•Visteon’s ability to protect its intellectual property rights and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights.

•Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting.

•Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

The primary market risks to which the Company is exposed include changes in currency exchange rates, interest rates and certain commodity prices. The Company manages these risks through operating actions including fixed price contracts with suppliers and cost sourcing arrangements with customers and through various derivative instruments. The Company's use of derivative instruments is strictly intended for hedging purposes to mitigate market risks pursuant to written risk management policies. Accordingly, derivative instruments are not used for speculative or trading purposes. The Company's use of derivative instruments creates exposure to credit loss in the event of non-performance by the counter-party to the derivative financial instruments. The Company limits this exposure by entering into agreements directly with a variety of major financial institutions with high credit standards and that are expected to fully satisfy their obligations under the contracts. Additionally, the Company's ability to utilize derivatives to manage market risk is dependent on credit conditions, market conditions, and prevailing economic environment.

Foreign Currency Risk

The Company’s net cash inflows and outflows exposed to the risk of changes in foreign currency exchange rates arise from the sale of products in countries other than the manufacturing source, foreign currency denominated supplier payments, debt and other payables, subsidiary dividends, investments in subsidiaries, and anticipated foreign currency denominated transaction proceeds. The Company may utilize derivative financial instruments to manage foreign currency exchange rate risks. Forward and option contracts may be utilized to reduce the impact to the Company's cash flow from adverse movements in exchange rates. Foreign currency exposures are reviewed periodically, and any natural offsets are considered prior to entering into a derivative financial instrument.

In addition to the transactional exposure described above, the Company's operating results are impacted by the translation of its foreign operating income into U.S. dollars. The Company does not enter into currency exchange rate contracts to mitigate this exposure.

The hypothetical pretax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be approximately $22 million and $20 million for foreign currency derivative financial instruments as of December 31, 2025 and 2024, respectively. These estimated changes assume a parallel shift in all currency exchange rates and include the gain or loss on financial instruments used to hedge investments in subsidiaries. Because exchange rates typically do not all move in the same direction, the estimate may overstate the impact of changing exchange rates on the net fair value of the Company's financial derivatives. It is also important to note that gains and losses indicated in the sensitivity analysis would generally be offset by gains and losses on the underlying exposures being hedged.

Interest Rate Risk

See Note 18, "Financial Instruments" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Commodity Risk

The Company's exposures to market risk from changes in the price of production material are managed primarily through negotiations with suppliers and customers, although there can be no assurance that the Company will recover all such costs from customers. The Company continues to evaluate derivatives available in the marketplace and may decide to utilize derivatives in the future to manage select commodity risks if an acceptable hedging instrument is identified for the Company's exposure level at that time, as well as the effectiveness of the financial hedge among other factors.

Item 8.Financial Statements and Supplementary Data

Visteon Corporation and Subsidiaries

Index to Consolidated Financial Statements

Page No.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 0034) 41

Consolidated Balance Sheets as of December 31, 2025 and 2024 46

Notes to Consolidated Financial Statements 49

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Visteon Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Visteon Corporation and subsidiaries (the "Company") as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the UX Acquisition, which was acquired on May 31, 2025, and whose financial statements constitutes less than 4% of total assets and less than 1% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at the UX Acquisition.

Change in Accounting Method

As discussed in Note 1 to the financial statements, during the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings methodology to the tax-law-ordering methodology. This change in accounting method is also communicated as a critical audit matter below.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Non-routine price adjustments- Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company’s revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations.

Auditing non-routine price adjustments required a high degree of auditor judgment to evaluate the evidence available from customer negotiations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to non-routine price adjustments including the following, among others:

•We tested the effectiveness of controls over non-routine price adjustments.

•We tested a sample of non-routine price adjustments recorded and compared such adjustments to underlying supporting documentation.

•We inspected pricing-related communications between the Company and its customers.

•With the assistance of professionals in our firm with expertise in revenue recognition, we evaluated the Company’s conclusions for a non-routine price adjustment.

•We evaluated management’s process for estimating non-routine price adjustments by comparing current year adjustments to accruals established in prior periods.

•We made inquiries of Company executives responsible for customer relationships regarding customer negotiations and non-routine price adjustments.

Income Taxes – Change in accounting principle – Assessing realizability of deferred tax assets accounting method change - Refer to Notes 1 and 14 to the financial statements (also see change in accounting method paragraph above)

Critical Audit Matter Description

During the fourth quarter of 2025, the Company changed its accounting methodology for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings methodology to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes.

Auditing the preferability and application of the tax-law-ordering methodology accounting change to the assessment of the realizability of the Company’s deferred tax assets and resulting valuation allowance required a high degree of auditor judgment

and an increased extent of effort, including the need to involve professionals in our firm with expertise in income taxes and our income tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s change in accounting principle to the tax-law-ordering methodology included the following, among others:

•We tested the effectiveness of controls over management’s evaluation of the preferability and application of the tax-law-ordering methodology.

•With the assistance of professionals in our firm with expertise in income taxes, we evaluated the Company’s conclusions that the tax-law-ordering methodology is preferable.

•With the assistance of our income tax specialists, we tested the application of the tax-law-ordering methodology, including the underlying data and assumptions used by management and the retroactive application of the change in the accounting method.

•We tested the completeness and accuracy of management’s calculation of the income tax expense.

•We evaluated the appropriateness of the Company’s disclosures related to the change in accounting method.

/s/ Deloitte & Touche LLP

Detroit, Michigan

February 19, 2026

We have served as the Company's auditor since 2022.

VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

Year Ended December 31,

Selling, general and administrative expenses (202) (207) (207)

Restructuring, net (8) (32) (5)

Interest expense (13) (15) (17)

Equity in net income (loss) of non-consolidated affiliates 8 (3) (10)

Other income (loss), net (1) 7 (1)

Benefit from (provision for) income taxes (125) 8 330

Less: Net (income) loss attributable to non-controlling interests (12) (10) (19)

Net income (loss) attributable to Visteon Corporation $ 201 $ 296 $ 568

See accompanying notes to the consolidated financial statements.

VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Year Ended December 31,

Foreign currency translation adjustments (a) 68 (68) 15

Net investment hedge (a) (10) 13 (7)

Unrealized hedging gains (losses) (a) (4) (1) (1)

Other comprehensive income (loss) (a) 73 (46) (44)

Comprehensive income attributable to non-controlling interests 19 16 16

Comprehensive income attributable to Visteon Corporation $ 267 $ 244 $ 527

(a) These amounts are net of income tax effects.

See accompanying notes to the consolidated financial statements.

VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

December 31,

ASSETS

Cash and equivalents $ 771 $ 623

Restricted cash 2 3

Accounts receivable, net 613 578

Property and equipment, net 524 452

Investments in non-consolidated affiliates 29 27

Other non-current assets 189 94

LIABILITIES AND EQUITY

Short-term debt $ 18 $ 18

Accrued employee liabilities 122 107

Current lease liability 21 29

Other current liabilities 291 257

Total current liabilities 992 916

Non-current lease liability 109 78

Deferred tax liabilities 51 43

Other non-current liabilities 212 87

Stockholders’ equity:

Accumulated other comprehensive loss (240) (306)

Total Visteon Corporation stockholders’ equity 1,568 1,333

Non-controlling interests 83 81

Total liabilities and equity $ 3,386 $ 2,966

See accompanying notes to the consolidated financial statements.

VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,

Operating Activities

Non-cash stock-based compensation 45 41 34

U.S. deferred tax benefit 55 (71) (395)

Other non-cash items 5 9 (6)

Changes in assets and liabilities:

Accounts receivable 6 61 13

Accounts payable (4) (32) (130)

Other assets and other liabilities (48) 8 (7)

Net cash provided from operating activities 410 427 267

Investing Activities

Capital expenditures, including intangibles (133) (137) (125)

Acquisition of businesses, net of cash acquired (50) (55) —

Loan provided to non-consolidated affiliate — (5) —

Loan repayment from non-consolidated affiliate — 5 —

Other, net 2 3 2

Net cash used by investing activities (181) (189) (123)

Financing Activities

Principal repayment of term debt facility (18) (18) (13)

Dividends paid to non-controlling interests (21) (12) (29)

Cash paid for dividends (15) — —

Repurchase of common stock (57) (63) (106)

Stock based compensation tax withholding payments (8) (7) (16)

Proceeds from the exercise of stock options 3 — 8

Net cash used by financing activities (116) (100) (156)

Effect of exchange rate changes on cash 34 (30) 7

Net increase (decrease) in cash, equivalents, and restricted cash 147 108 (5)

Cash, equivalents, and restricted cash at beginning of the period 626 518 523

Cash, equivalents, and restricted cash at end of the period $ 773 $ 626 $ 518

Supplemental Disclosures:

Cash paid for interest $ 12 $ 14 $ 16

Cash paid for income taxes, net of refunds $ 98 $ 73 $ 68

See accompanying notes to the consolidated financial statements.

VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions)

Total Visteon Corporation Stockholders' Equity

Other comprehensive income (loss) — — — (41) — (41) (3) (44)

Stock-based compensation, net — 4 — — 21 25 — 25

Cash dividends — — — — — — (30) (30)

Other comprehensive income (loss) — — — (52) — (52) 6 (46)

Stock-based compensation, net — 20 — — 12 32 — 32

Shares repurchase — — — — (63) (63) — (63)

Dividends payable — — — — — — (7) (7)

Cash dividends — — — — — — (12) (12)

Acquisition of non-controlling interest — — — — — — (1) (1)

Other comprehensive income (loss) — — — 66 — 66 7 73

Stock-based compensation, net — 22 — — 18 40 — 40

Shares repurchase — — — — (57) (57) — (57)

Dividends payable — — — — — — (4) (4)

Cash dividends — — (15) — — (15) (13) (28)

See accompanying notes to the consolidated financial statements.

VISTEON CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Basis of Presentation: Visteon Corporation (the "Company" or "Visteon") financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") on a going concern basis, which contemplates the continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and subsidiaries over which it exerts control. Investments in affiliates over which the Company does not exercise control, but does have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated.

The Company determines whether the joint venture in which it has invested is a Variable Interest Entity (“VIE”) at the start of each new venture and when a reconsideration event has occurred. An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported herein. Considerable judgment is involved in making these determinations and the use of different estimates or assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those reported herein. Events and changes in circumstances arising after December 31, 2025 will be reflected in management's estimates for future periods.

Foreign Currency: We translate the assets and liabilities of foreign subsidiaries to United States (U.S.) dollars at end-of-period exchange rates. We translate the income statement elements of foreign subsidiaries to U.S. dollars at average-period exchange rates. We report the effect of translation for foreign subsidiaries that use the local currency as their functional currency as a separate component of stockholders' equity. Gains and losses resulting from the remeasurement of assets and liabilities in a currency other than the functional currency of a subsidiary are reported in current period income. We also report any gains and losses arising from transactions denominated in a currency other than the functional currency of a subsidiary in current period income. Net transaction gains and losses decreased net income by $3 million, $2 million, and $2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Revenue Recognition: The Company generates revenue from the production of automotive vehicle cockpit electronics parts sold to Original Equipment Manufacturers ("OEMs"), or Tier 1 suppliers at the direction of the OEM, under long-term supply agreements supporting new vehicle production. Such agreements may also require related production for service parts subsequent to initial vehicle production periods.

The Company’s contracts with customers consist of various governing documents (such as long-term supply agreements, master purchase agreements, purchase orders and customer release orders) which do not reach the level of a performance obligation of the Company until the Company receives either a purchase order and/or a customer release order for a specific number of parts at a specified price, at which point the collective group of documents represent an enforceable contract. While the long-term supply agreements generally range from three to five years, customers make no commitments to volumes, and pricing or specifications can change prior to or during production. The Company recognizes revenue when control of the parts produced are transferred to the customer according to the terms of the contract, which is usually when the parts are shipped or delivered to the customer’s premises. Customers are generally invoiced upon shipment or delivery and payment generally occurs within 30 to 90 days and does not include significant financing components. Customer returns, when they occur, relate to quality rework issues and are not connected to any repurchase obligation of the Company. As of December 31, 2025, all unfulfilled performance obligations are expected to be satisfied within the next twelve months, consistent with customary automotive production cycles.

estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations. The Company records pricing accruals as adjustments to Net sales and Accounts receivable, net, within the Consolidated Statements of Operations and Consolidated Balance Sheets, respectively. In addition, the Company periodically negotiates cost recoveries with its customers.Recoveries are recorded as adjustments to Net sales when agreements with customers become contractual. The Company adjusts its pricing reserves at the earlier of when the most likely amount of consideration changes or when the consideration becomes fixed. Revenue recognized in 2025 related to performance obligations satisfied in prior periods was immaterial.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Shipping and handling costs associated with outbound freight after control of the parts has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of sales.

Engineering Costs and Pre‐Production Activities: Engineering, testing, and other design and development costs incurred in connection with customer programs are expensed as incurred unless reimbursement is contractually guaranteed under a customer agreement. When reimbursement is contractually guaranteed, the related engineering costs are capitalized as contract assets on the Consolidated Balance Sheet and subsequently reduced upon receipt of lump‐sum or piece‐price recoveries from the customer.

Repair and maintenance costs, engineering and other pre‐production costs that are not contractually guaranteed for reimbursement are expensed as incurred and classified within Cost of Sales. Pre‐production costs expensed represent engineering activities that are not contractually guaranteed for recovery. Engineering expenses include salaries and related employee benefits, contractor fees, information technology, occupancy, telecommunications, depreciation and amortization, forward model program development, and advanced engineering activities. Engineering expenses were $220 million, $191 million, and $210 million in 2025, 2024, and 2023, respectively, including customer recoveries of $144 million, $143 million, and $120 million, respectively.

Restructuring Expense: Restructuring expense includes costs directly associated with exit or disposal activities. Such costs include employee severance and termination benefits, special termination benefits, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related costs are probable and estimable. For one-time termination benefits and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred.

Debt Issuance Costs: The costs related to issuance or modification of long-term debt are deferred and amortized into interest expense over the life of each respective debt issue. Deferred amounts associated with debt extinguished prior to maturity are expensed upon extinguishment.

Net Earnings (Loss) Per Share Attributable to Visteon: Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to Visteon by the average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to Visteon by the average number of common and potential dilutive common shares outstanding after deducting undistributed income allocated to participating securities. Performance based share units are considered contingently issuable shares and are included in the computation of diluted earnings per share if their conditions have been satisfied as if the reporting date was the end of the contingency period.

Cash and Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less, including short-term time deposits, commercial paper, repurchase agreements, and money market funds to be cash and cash equivalents. As of December 31, 2025, the Company's cash balances are invested in a diversified portfolio of cash and highly liquid cash equivalents including money market funds and time deposits with highly rated banking institutions with maturities less than three months. The cost of such funds approximates fair value based on the nature of the investment.

Restricted Cash: Restricted cash represents amounts designated for uses other than current operations and includes $1 million and $2 million related to a Letter of Credit Facility as of December 31, 2025 and 2024, respectively. Restricted cash also represents amounts of $1 million related to cash collateral for other corporate purposes as of December 31, 2025 and 2024.

Accounts Receivable: Accounts receivable are stated at the invoiced amount, less an allowance for doubtful accounts for estimated amounts not expected to be collected, and do not bear interest.

The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection of such bank notes is included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes may be held until maturity, exchanged with suppliers to settle liabilities, or sold to third‐party financial institutions in exchange for cash.

Credit Loss Allowance: The Company establishes an allowance for doubtful accounts for accounts receivable based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs by region to aging categories. The historical loss rate will be adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary.The Company may also record a specific reserve for individual accounts when the Company becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer's operating results or financial position.

The allowance for doubtful accounts related to accounts receivable and related activity are summarized below:

December 31,

Balance at beginning of year $ 10 $ 7 $ 5

Provision — 3 2

Recoveries (1) — —

Balance at end of year $ 9 $ 10 $ 7

VC US Equity

VC · 10-K · period ended 2025-12-31

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 1C. Cybersecurity

Item 2. Properties

Item 3.Legal Proceedings

Item 4.Mine Safety Disclosures

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. [Reserved]

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Item 8.Financial Statements and Supplementary Data

VC US Equity☆

VC · 10-K · period ended 2025-12-31

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 1C. Cybersecurity

Item 2. Properties

Item 3.Legal Proceedings

Item 4.Mine Safety Disclosures

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. [Reserved]

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Item 8.Financial Statements and Supplementary Data

VC US Equity