[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Meggan M. Walsh, a director of Phinia Inc. (PHIN), reported a non-derivative transaction on 09/12/2025. The filing shows the acquisition of 15 shares of Common Stock at no cash price, recorded as automatic reinvestment of dividends into restricted stock. After the transaction the reporting person beneficially owned 7,528 shares in total, which the filer notes includes 3,335 shares of restricted stock. The Form 4 was signed on behalf of Ms. Walsh by her attorney-in-fact, Kelly A. Albin, on 09/16/2025. The filing identifies Ms. Walsh as a director and was submitted as a single reporting person filing.

Insights

Financial Analyst

TL;DR: Routine insider reinvestment increased beneficial ownership slightly; not likely material to valuation.

This Form 4 documents a small, automatic dividend reinvestment converting dividends into 15 additional restricted shares, raising reported beneficial ownership to 7,528 shares. The transaction was non-cash and tied to existing restricted equity awards, indicating no open-market purchase or sale. For investors, the item is a routine compensation-related adjustment rather than a signal of strategic buying or selling by management.

Corporate Governance Expert

TL;DR: Proper disclosure by a director; filing-by-attorney-in-fact is standard and compliant.

The report identifies the reporting person as a director and discloses the mechanics: automatic reinvestment of dividends into restricted stock. Signature by an attorney-in-fact and the explanation footnotes align with standard Section 16 reporting practices. There are no indications of departures from disclosure obligations or unusual derivative activity.

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^*

Walsh Meggan M.

(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)
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		15(1)	A	$0	7,528(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. 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 award.

2. Includes 3,335 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Meggan M. Walsh	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.

FAQ

What transaction did PHIN director Meggan M. Walsh report on Form 4?

The Form 4 reports the acquisition of 15 shares of Common Stock on 09/12/2025 via automatic dividend reinvestment into restricted stock.

How many PHIN shares does Meggan M. Walsh beneficially own after the transaction?

The filing shows 7,528 shares beneficially owned following the reported transaction, including 3,335 restricted shares.

Was cash paid for the shares reported in the Form 4?

No. The transaction lists a price of $0, reflecting reinvested dividends rather than a cash purchase.

Who signed the Form 4 for Meggan M. Walsh and when?

The Form 4 was signed by Kelly A. Albin as attorney-in-fact for Meggan M. Walsh on 09/16/2025.

What is Meggan M. Walsh’s relationship to PHIN?

The filing identifies Meggan M. Walsh as a director of Phinia Inc.