[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Coetzee, an officer and director of PHINIA Inc. (PHIN), reported a transaction dated 08/29/2025 in which 1,268 common shares were disposed of at a price of $58.48 per share. The filing states these shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock. After the reported transaction, Mr. Coetzee beneficially owns 28,167 common shares, which include 12,881 restricted shares. The Form 4 was signed by counsel on behalf of Mr. Coetzee on 09/03/2025.

Positive

• Post-transaction ownership of 28,167 shares indicates continued insider stake
• 12,881 shares are restricted, showing retained equity subject to vesting/lock-up

Negative

• 1,268 shares disposed on 08/29/2025 at $58.48 per share
• Shares were withheld to satisfy tax withholding upon restricted stock vesting, reducing outstanding insider-held shares

Insights

Financial Analyst

TL;DR: Insider reported a small, mandatory share withholding related to restricted stock vesting; remaining stake is substantial in absolute terms.

The filing documents a non-discretionary disposal of 1,268 shares at $58.48 on 08/29/2025 that occurred to satisfy required tax withholding upon vesting of restricted stock. The reported post-transaction beneficial ownership is 28,167 shares, of which 12,881 are restricted. For investors, this is a routine administrative action rather than an open-market sale for liquidity; it reduces share count held by the insider but leaves meaningful ongoing ownership.

Corporate Governance Expert

TL;DR: Transaction appears to be routine tax withholding for vesting restricted stock; disclosure meets Section 16 reporting requirements.

The Form 4 clearly discloses the nature of the disposal as mandatory withholding following vesting and provides post-transaction ownership details. The filing identifies the reporting person as an officer and director and was executed by an attorney-in-fact. This is a standard compliance disclosure; no indications of undisclosed related-party transactions or departures from reporting norms are present in the document.

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
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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^*

Coetzee Michael

(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. Americas

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		1,268(1)	D	$58.48	28,167(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 12,881 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Michael Coetzee	09/03/2025
	** 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 did PHIN insider Michael Coetzee report on Form 4 (PHIN)?

The Form 4 reports a disposal of 1,268 common shares on 08/29/2025 at $58.48 per share, executed as mandatory tax withholding upon restricted stock vesting.

How many PHIN shares does Michael Coetzee beneficially own after the transaction?

Following the reported transaction, Mr. Coetzee beneficially owns 28,167 shares, which include 12,881 restricted shares.

Why were the 1,268 PHIN shares disposed of according to the filing?

The filing explains the shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock.

When was the Form 4 for Michael Coetzee signed and filed?

The signature on the Form 4 was executed by counsel as attorney-in-fact on 09/03/2025, reporting a transaction dated 08/29/2025.

What is Michael Coetzee's role at PHINIA Inc. as stated on the filing?

The Form 4 lists Mr. Coetzee as a Director and an Officer with the title VP and GM Fuel Syst. Americas.