PHINIA (NYSE: PHIN) awards 2,140 restricted shares to director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chapin Samuel R. reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. director Samuel R. Chapin received an equity award of 2,140 shares of Common Stock as an annual grant of restricted stock to independent directors. The grant was made at no cash cost per share and will vest on May 22, 2027.

Following this award, Chapin directly holds 26,063 shares of PHINIA common stock, including the 2,140 shares of restricted stock covered by this grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Chapin Samuel R.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,140	$0.00	--

Holdings After Transaction: Common Stock — 26,063 shares (Direct, null)

Footnotes (1)

Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027. Includes 2,140 shares of restricted stock.

Key Figures

Restricted stock grant: 2,140 shares Grant price per share: $0.0000 per share Total shares after transaction: 26,063 shares +1 more

4 metrics

Restricted stock grant 2,140 shares Annual grant to independent director on May 22, 2026

Grant price per share $0.0000 per share Equity compensation, not an open-market purchase

Total shares after transaction 26,063 shares Director’s direct PHINIA common stock holdings following grant

Vesting date May 22, 2027 Scheduled vesting for 2,140 restricted shares

Key Terms

restricted stock, independent directors, Form 4, transaction code A

4 terms

restricted stock financial

"Represents an annual grant of restricted stock to independent directors."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

independent directors financial

"Represents an annual grant of restricted stock to independent directors."

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

transaction code A regulatory

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:21 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chapin Samuel R.

(Last)

(First)

(Middle)

3000 UNIVERSITY DRIVE

(Street)

AUBURN HILLS

MICHIGAN

48326

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PHINIA INC. [ PHIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2026		A		2,140⁽¹⁾	A	$0	26,063⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027.

2. Includes 2,140 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Samuel R. Chapin	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PHIN (PHINIA Inc.) report in this Form 4?

PHINIA Inc. reported that director Samuel R. Chapin received a grant of 2,140 shares of restricted Common Stock. This is described as an annual equity grant for independent directors, made at no cash cost per share as compensation rather than a market purchase.

How many PHIN shares does director Samuel R. Chapin hold after this grant?

After the grant, Samuel R. Chapin directly holds 26,063 shares of PHINIA Common Stock. This total includes the 2,140 restricted shares awarded in the reported transaction, as noted in the filing’s share ownership disclosure following the transaction.

What are the vesting terms for the 2,140 restricted PHIN shares granted?

The 2,140 restricted shares granted to Samuel R. Chapin will vest on May 22, 2027. Until vesting, the award remains restricted stock granted as part of his compensation for service as an independent director of PHINIA Inc.

Was the PHIN insider transaction a market buy or a compensation grant?

The transaction was a compensation grant, not a market buy. The Form 4 classifies it under code A as a grant or award acquisition, with a price per share of $0.0000, reflecting stock-based compensation to an independent director.

What does transaction code A mean in PHINIA’s insider filing?

Transaction code A identifies a grant, award, or other acquisition of securities. In PHINIA’s Form 4, it indicates that Samuel R. Chapin received 2,140 restricted shares as an annual equity grant for independent directors, rather than buying shares in the open market.