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Current Report · Items 1.01, 2.02, 7.01, 9.01 · 8-K

Visteon Corporation

VCNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure

Item 1.01. Entry into a Material Definitive Agreement. On July 23, 2026, Visteon Corporation (the “Company”) entered into a fixed dollar accelerated share repurchase transaction (the “ASR Transaction”) pursuant to a confirmation (the “ASR Agreement”) with Bank of America, N.A. (the “Dealer”) to repurchase an aggregate of $200 million of the Company’s common stock, par value $0.01 per share (“Common Stock”).…

Filed Jul 23, 2026Accepted Jul 23, 2026, 7:03 AM EDTCIK 1111335Accession 0001111335-26-000045
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Company context

Current securities

Recent company filings

  1. 10-Q filingJul 23, 2026
  2. Other EventsJun 25, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsJun 17, 2026
  4. Submission of Matters to a Vote of Security Holders · Other EventsJun 15, 2026
  5. 4 filingJun 15, 2026

Disclosure sections

Items 1.01, 2.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On July 23, 2026, Visteon Corporation (the “Company”) entered into a fixed dollar accelerated share repurchase transaction (the “ASR Transaction”) pursuant to a confirmation (the “ASR Agreement”) with Bank of America, N.A. (the “Dealer”) to repurchase an aggregate of $200 million of the Company’s common stock, par value $0.01 per share (“Common Stock”). The ASR Transaction is being conducted pursuant to the Company’s current authorization to repurchase up to $800 million of shares of Common Stock. 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 terms of the ASR Transaction are subject to adjustment if the Company enters into or announces certain types of transactions or takes certain corporate actions. The ASR Agreement contains the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares of Common Stock that will be delivered, the required timing of delivery of the shares of Common Stock, the circumstances under which the Dealer is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and the Dealer to one another. 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. The Dealer has received, or may in the future receive, customary fees and commissions or other payments for these transactions. The foregoing description of the ASR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ASR Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. SECTION 2 - FINANCIAL INFORMATION
Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition. On July 23, 2026, the registrant issued a press release regarding its financial results for the second quarter of 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SECTION 7 - REGULATION FD
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. See “Item 2.02. Results of Operations and Financial Condition” above. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS