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PHINIA Board Member Expands Stake with Dividend-Based Stock Unit Grant

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

Rhea-AI Filing Summary

Director Robin Kendrick of PHINIA reported changes in beneficial ownership in a Form 4 filing dated June 28, 2025. The key transactions and holdings include:

  • Acquisition of 29 Deferred Restricted Stock Units (DRSUs) on June 16, 2025, resulting from dividend reinvestment on existing DRSUs
  • Current DRSU holdings total 4,658 units held directly
  • Direct ownership of 16,556 shares of common stock
  • Indirect ownership of 15,794 shares held in trust

The newly acquired DRSUs will vest on the one-year anniversary of the grant date and will settle into common stock upon Kendrick's termination of board service, as per the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan. The DRSUs were acquired at $0 cost through dividend reinvestment.

Positive

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Negative

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Insider Kendrick Robin
Role Director
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 29 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Deferred Restricted Stock Units — 4,658 shares (Direct); Common Stock — 16,556 shares (Direct); Common Stock — 15,794 shares (Indirect, By Trust)
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*
Kendrick Robin
(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)
06/16/2025
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 16,556 D
Common Stock 15,794 I By Trust
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) 06/16/2025 A 29(2) (1) (1) Common Stock 29 $0 4,658 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/ Kate Vandenberg as attorney-in-fact for Robin Kendrick 06/18/2025
** 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

How many PHIN shares does Director Robin Kendrick own directly as of June 2025?

According to the Form 4 filing, Director Robin Kendrick directly owns 16,556 shares of PHIN common stock, plus an additional 15,794 shares held indirectly through a trust.

What new stock awards did PHIN director Robin Kendrick receive in June 2025?

On June 16, 2025, Robin Kendrick received 29 deferred restricted stock units (DRSUs) as dividend reinvestment on existing DRSUs. These new units were acquired at $0 cost and will vest on the one-year anniversary of the grant date.

When will Robin Kendrick's PHIN deferred restricted stock units (DRSUs) vest?

According to the filing, the DRSUs will vest on the one-year anniversary of the grant date. They will settle into common stock upon Kendrick's termination of board service, pursuant to PHIN's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

How many deferred restricted stock units (DRSUs) does Robin Kendrick own in PHIN after the June 2025 transaction?

Following the reported transaction, Robin Kendrick beneficially owns 4,658 deferred restricted stock units (DRSUs) of PHIN, held directly. Each DRSU is economically equivalent to one share of PHIN common stock.