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PHIN Insider Report: Dividend Reinvestment Adds Restricted Shares; 9 Shares Withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

John Lipinski, a VP and General Manager, Fuel Systems Europe and director at Phinia Inc. (PHIN), reported two transactions related to the issuer's common stock. On 09/12/2025 he received 75 shares of restricted stock through automatic dividend reinvestment at no cash cost, increasing his total holdings to 22,327 shares. The filing also shows a mandatory withholding of 9 shares to satisfy tax obligations on restricted stock vesting, recorded at a price of $58.20, leaving 22,318 shares beneficially owned. The report notes that 11,947 of the reported shares are restricted stock.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Insider received restricted shares via dividend reinvestment and had a small tax-related share withholding; overall holdings remain material.

The transactions are routine equity compensation events: an automatic reinvestment produced 75 restricted shares at no cost while 9 shares were withheld to meet tax obligations upon vesting. The reported beneficial ownership of 22,327 shares, including 11,947 restricted shares, indicates significant insider alignment with shareholder outcomes but also limited liquidity from the restricted portion. There is no indication of open-market purchases or sales that would signal trading intent.

TL;DR Actions reflect standard award mechanics and tax withholding; governance implications are routine and non-adverse.

The Form 4 discloses mechanical adjustments to an insider's equity stake consistent with award terms: dividend reinvestment into restricted stock and mandatory tax withholding at vesting. This preserves compensation program mechanics and shows compliance with tax and reporting rules. No departures, pledges, or derivative transactions are reported, so governance risk is not elevated by these entries.

Insider Lipinski John
Role VP and GM Fuel Syst. Europe
Type Security Shares Price Value
Grant/Award Common Stock 75 $0.00 --
Tax Withholding Common Stock 9 $58.20 $523.80
Holdings After Transaction: Common Stock — 22,327 shares (Direct)
Footnotes (1)
  1. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such awards. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 11,947 shares of restricted stock.
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)
09/12/2025
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 09/12/2025 A 75(1) A $0 22,327 D
Common Stock 09/12/2025 F 9(2) D $58.2 22,318(3) 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. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such awards.
2. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.
3. Includes 11,947 shares of restricted stock.
Remarks:
/s/ Kelly A. Albin as attorney-in-fact for John Lipinski 09/16/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did PHIN insider John Lipinski report on Form 4?

The filing reports 75 restricted shares acquired via dividend reinvestment and 9 shares withheld to satisfy taxes upon vesting.

How many PHIN shares does John Lipinski beneficially own after these transactions?

He beneficially owns 22,327 shares following the reported transactions.

How many of Lipinski's PHIN shares are restricted?

The filing states that 11,947 shares are restricted stock.

Was there an open-market purchase or sale by the insider in this Form 4?

No. The transactions reflect dividend reinvestment and tax withholding, not open-market purchases or sales.

What price was used for the tax withholding?

The withholding was recorded at a price of $58.20 per share.