PHINIA Inc. (PHIN) director acquires 39 deferred stock units in insider filing

Rhea-AI Filing Summary

PHINIA Inc. director reports additional deferred stock units. On 12/12/2025, a company director acquired 39 deferred restricted stock units (DRSUs), each representing the economic equivalent of one share of PHINIA Inc. common stock. These DRSUs will vest on the one-year anniversary of the grant date and will settle into an equal number of common shares, including any dividend-equivalent DRSUs that vest, when the director’s board service ends under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Following this transaction, the director beneficially owned 22,686 shares of common stock directly, 12 shares indirectly through a managed account, and 8,510 DRSUs.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Weerasinghe Rohan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Restricted Stock Units	39	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Restricted Stock Units — 8,510 shares (Direct); Common Stock — 22,686 shares (Direct); Common Stock — 12 shares (Indirect, By Managed Account)

Footnotes (1)

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date. These DRSUs will settle into an equal number of shares of the issuer's Common Stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

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^*

Weerasinghe Rohan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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								22,686	D
Common Stock								12	I	By Managed Account

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
Deferred Restricted Stock Units	(1)	12/12/2025		A		39(2)		(1)	(1)	Common Stock	39	$0	8,510	D

Explanation of Responses:

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date. These DRSUs will settle into an equal number of shares of the issuer's Common Stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

2. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Rohan Weerasinghe	12/15/2025
	** 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.

FAQ

What insider transaction did PHINIA Inc. (PHIN) disclose in this filing?

A PHINIA Inc. director acquired 39 deferred restricted stock units (DRSUs) on 12/12/2025, each economically equivalent to one share of PHINIA Inc. common stock.

What are deferred restricted stock units (DRSUs) in the PHINIA Inc. (PHIN) filing?

Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will ultimately settle into an equal number of common shares under the company’s compensation plans.

When do the PHINIA Inc. (PHIN) director's new DRSUs vest and settle?

The 39 DRSUs vest on the one-year anniversary of the grant date and will settle into common shares, including dividend-equivalent DRSUs that vest, upon the director’s termination of board service.

How many PHINIA Inc. (PHIN) common shares does the director own after the reported transaction?

After the transaction, the director beneficially owned 22,686 shares of PHINIA Inc. common stock directly and 12 shares indirectly through a managed account.

How many deferred restricted stock units does the PHINIA Inc. (PHIN) director hold after this transaction?

Following the acquisition of 39 new DRSUs, the director beneficially owned 8,510 deferred restricted stock units in total.

Were the new PHINIA Inc. (PHIN) DRSUs tied to dividends on existing awards?

Yes. The 39 DRSUs represent shares acquired through the automatic reinvestment of dividends on outstanding DRSUs as required by the terms of the award.