PHINIA (PHIN) VP awarded 1,197 RSUs and reports phantom units

Rhea-AI Filing Summary

Yang Hongyong reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. reported that officer Yang Hongyong, VP and GM Fuel Systems Asia Pacific, received a grant of 1,197 restricted stock units of common stock on February 9, 2026 at a price of $0 per share.

The restricted stock units will vest in three substantially equal annual installments beginning on February 28, 2027. The filing also lists direct holdings of several blocks of phantom units, each economically equivalent to one common share and settling in cash at the issuer’s closing share price on the vesting date, with vesting schedules beginning on February 28, 2026.

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

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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^*

Yang Hongyong

(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. Asia Pac

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		1,197(1)	A	$0	1,197(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
Phantom Units	(3)							(4)	(4)	Common Stock	2,260		2,260	D
Phantom Units	(3)							(5)	(5)	Common Stock	2,003		2,003	D
Phantom Units	(3)							(6)	(6)	Common Stock	4,946		4,946	D

Explanation of Responses:

1. Represents an award of restricted stock units with respect to the Issuer's common stock, which will vest in three substantially equal annual installments beginning February 28, 2027.

2. Includes 1,197 restricted stock units.

3. Each phantom unit is the economic equivalent of one share of the Issuer's common stock and settles in cash in an amount equal to the Issuer's closing price per share on the vesting date.

4. Represents an award of phantom units, which will vest in two equal annual installments beginning February 28, 2026.

5. Represents an award of phantom units, which will vest on February 28, 2026.

6. Represents an award of phantom units, which will vest in three equal annual installments beginning February 28, 2026.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Hongyong Yang	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PHINIA (PHIN) disclose about Yang Hongyong’s equity award?

PHINIA disclosed that VP and GM Fuel Systems Asia Pacific, Yang Hongyong, received a grant of 1,197 restricted stock units on February 9, 2026, at a price of $0 per share. These units represent stock-based compensation rather than an open-market purchase of shares.

How will Yang Hongyong’s 1,197 restricted stock units at PHINIA vest?

The 1,197 restricted stock units will vest in three substantially equal annual installments starting February 28, 2027. This means portions of the award convert into common stock over three years, aligning the officer’s compensation with longer-term company performance and retention.

What are the phantom units reported for PHINIA (PHIN) officer Yang Hongyong?

The filing lists several holdings of phantom units, each economically equivalent to one PHINIA common share. They settle in cash based on the issuer’s closing share price on the vesting date, providing cash-settled, share-linked compensation rather than delivering actual shares.

When do PHINIA phantom unit awards for Yang Hongyong begin vesting?

The phantom unit awards begin vesting on February 28, 2026. One award vests in two equal annual installments from that date, another vests fully on February 28, 2026, and a third vests in three equal annual installments starting the same date, according to the disclosure.

Is the PHINIA Form 4 for Yang Hongyong a stock purchase or compensation grant?

The Form 4 reflects a compensation grant, not a market purchase. It reports a grant of 1,197 restricted stock units at $0 per share and cash-settled phantom units. These awards are part of equity-based compensation rather than direct buying or selling of PHINIA common stock.