NASDAQ: VC VISTEON CORP 8-K

Visteon launches $200M accelerated share repurchase, reports Q2 sales of $960M

Filed July 23, 2026 · Period ending July 23, 2026 · ~1 min read

Key Changes

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Entered $200M accelerated share repurchase agreement with Bank of America, representing 25% of $800M authorization, expected to settle early Q4 2026.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Q2 2026 sales of $960M with adjusted EBITDA of $116M (12.1% margin); net income of $49M ($1.80 per diluted share); operating cash flow $37M, adjusted free cash flow $20M.

Exhibit 99.1 view on EDGAR →
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Secured approximately $2.0B in new business wins during Q2, including next-generation SmartCore high-performance compute award with premium Chinese OEM brand.

Exhibit 99.1 view on EDGAR →
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Launched 24 new products across 11 customers in Q2, including integrated displays for German premium OEM and vehicle control unit for Royal Enfield's first electric motorcycle.

Exhibit 99.1 view on EDGAR →
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Final ASR share count will be based on volume-weighted average price during transaction period, less a discount; settlement may require additional shares from Bank of America or payment from Visteon.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Visteon announced a $200 million accelerated share repurchase agreement with Bank of America, deploying 25% of its $800 million buyback authorization in a single transaction. The ASR allows the company to repurchase a large block of shares immediately rather than through gradual open market purchases, with final settlement expected early in the fourth quarter of 2026.

The final share count will depend on the volume-weighted average price during the measurement period. The company reported second quarter 2026 sales of $960 million with adjusted EBITDA of $116 million (12.1% margin) and net income of $49 million. Visteon ended the quarter with a net cash position of $351 million and generated $20 million in adjusted free cash flow.

The company secured approximately $2.0 billion in new business wins during the quarter, including a next-generation SmartCore award with a premium Chinese OEM brand, and launched 24 new products across 11 customers. For retail investors, the ASR represents an immediate capital return that will reduce share count and potentially support earnings per share, funded from the company's strong balance sheet. The combination of the buyback with $2.0 billion in new business wins and 24 product launches suggests management is balancing shareholder returns with continued investment in growth. The Q2 results and full-year guidance of $475 million adjusted EBITDA provide context for evaluating whether the capital allocation mix is appropriate given the company's growth trajectory.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~500 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added ASR settlement timing and mechanics medium

Added in current filing · verify on EDGAR →

The final number of shares of Common Stock to be repurchased under the ASR Agreement will be based on the volume-weighted average price of the Common Stock during the terms of the ASR Transaction, less a discount and subject to adjustments pursuant to the terms of the ASR Agreement. The final settlements are expected to be completed no later than early in the fourth quarter of 2026. At settlement, the Dealer may be required to deliver additional shares of Common Stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of Common Stock, or may elect to make a cash payment, to the Dealer.

The final share count will be determined by the volume-weighted average price of Visteon's stock during the transaction period, less a discount. Settlement is expected by early Q4 2026, at which point there may be a true-up where either Bank of America delivers additional shares to Visteon, or Visteon delivers shares or cash to the bank, depending on how the stock price performed during the measurement period.

Show 1 minor / wording change

Added Bank of America relationship low

Added in current filing · verify on EDGAR →

The Dealer (together with its affiliates) is a full-service financial institution that has engaged in, or may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. For example, the Dealer is a lender and the administrative agent under the Company’s senior secured credit facilities.

Bank of America, the counterparty to this ASR transaction, also serves as a lender and administrative agent under Visteon's senior secured credit facilities. This disclosure highlights the existing banking relationship between the two parties beyond this share repurchase transaction.

Event · Exhibit 99.1

~4,500 words View exhibit on EDGAR ↗

Visteon reported Q2 2026 results with $960M sales, $116M adjusted EBITDA, and announced a $200M accelerated share repurchase program.

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Added New business wins high

Added in current filing · view on EDGAR →

Visteon secured approximately $2.0 billion in new business during the second quarter, reflecting continued momentum across the Company's strategic growth areas. Highlights included an additional next-generation SmartCore™ high-performance compute ("HPC") award with another premium vehicle brand of a large Chinese OEM, further strengthening the Company's position in next-generation cockpit computing.

Visteon secured approximately $2.0 billion in new business wins during Q2 2026, including a next-generation SmartCore high-performance compute award with a premium brand of a large Chinese OEM. The awards also included strategic wins with North American OEMs, additional wins in India, and commercial vehicle and two-wheeler awards, demonstrating diversification across customers and markets.

Added Product launches medium

Added in current filing · view on EDGAR →

Visteon launched 24 new products during the second quarter across 11 customers, demonstrating continued execution across its strategic growth areas. Highlights included an integrated center and passenger display system for a German premium OEM, ongoing expansion of Renault displays, a digital ... cluster on the Hyundai Exter, and a vehicle control unit for Royal Enfield's first electric motorcycle, the "Flying Flea."

Visteon launched 24 new products across 11 customers in Q2 2026, including an integrated center and passenger display for a German premium OEM, expanded Renault displays, a digital cluster for the Hyundai Exter, and a vehicle control unit for Royal Enfield's first electric motorcycle. These launches demonstrate adoption of Visteon's advanced cockpit portfolio and support the industry's transition toward software-defined vehicles.

Added Full year 2026 guidance high

Added in current filing · view on EDGAR →

Adjusted EBITDA $ 116 $ 134 $ 220 $ 263 $ 475 2 *Amounts shown reflect the change in accounting principle related to the method for assessing the realizability of U.S. deferred tax assets described in the Company's 2025 Form 10-K. Adjusted EBITDA is not a recognized term under U.S. 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 EBITDA 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. In addition, the Company uses adjusted EBITDA (i) as a factor in incentive compensation decisions, (ii) to evaluate the effectiveness of the Company's business strategies, and (iii) because the Company's credit agreements use similar measures for compliance with certain covenants. 2 Based on mid-point of the range of the Company's financial guidance

Visteon provided full year 2026 guidance with estimated adjusted EBITDA of $475 million (based on the mid-point of the range), estimated operating cash flow of $300 million, and estimated adjusted free cash flow of $170 million. These figures represent the company's expectations for full-year performance.