Tax withholding on vested PHINIA (NYSE: PHIN) restricted stock for VP

Rhea-AI Filing Summary

PHINIA INC. executive John Lipinski reported a routine tax-related share disposition. On the vesting of restricted stock, 1,576 shares of common stock were automatically and mandatorily withheld to cover tax withholding, at a value of $72.63 per share. After this withholding transaction, he directly holds 22,321 common shares, including 8,696 shares of restricted stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lipinski John

Role VP and GM Fuel Syst. Europe

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,576	$72.63	$114K

Holdings After Transaction: Common Stock — 22,321 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 8,696 shares of restricted stock.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Lipinski John

(Last) (First) (Middle)

3000 UNIVERSITY DRIVE

(Street)

AUBURN HILLS MI 48326

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and GM Fuel Syst. Europe

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		F		1,576(1)	D	$72.63	22,321(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

2. Includes 8,696 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for John Lipinski	03/03/2026
	** 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.

FAQ

What insider transaction did PHIN (PHINIA INC.) report for John Lipinski?

PHINIA INC. reported that executive John Lipinski had 1,576 common shares automatically withheld to satisfy tax obligations upon vesting of restricted stock, at $72.63 per share, as a non-open-market tax-withholding disposition.

Was the PHIN insider transaction by John Lipinski an open-market sale?

No, the transaction was not an open-market sale. Shares were automatically and mandatorily withheld to satisfy tax withholding requirements when restricted stock vested, classified as a tax-withholding disposition rather than a discretionary sale.

How many PHINIA INC. shares were withheld for taxes from John Lipinski’s restricted stock vesting?

A total of 1,576 PHINIA INC. common shares were automatically withheld from John Lipinski upon the vesting of restricted stock to cover tax withholding obligations, at a price of $72.63 per share for the withheld shares.

How many PHIN shares does John Lipinski hold after the reported Form 4 transaction?

After the tax-withholding disposition, John Lipinski directly holds 22,321 PHINIA INC. common shares. This total includes 8,696 shares of restricted stock that remain subject to the company’s vesting and forfeiture terms as disclosed.

What does transaction code F mean in the PHIN Form 4 for John Lipinski?

Transaction code F indicates payment of a tax liability by delivering securities. For PHINIA INC., it reflects that 1,576 shares were automatically withheld from John Lipinski’s vested restricted stock to satisfy tax withholding obligations, rather than a voluntary market transaction.