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PHINIA Board Member Weerasinghe Grows Stake via Dividend Reinvestment Program

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

Rhea-AI Filing Summary

Form 4 Filing Details: PHINIA director Rohan Weerasinghe reported changes in beneficial ownership on June 16, 2025. The filing reveals the following positions:

  • Direct Common Stock Ownership: 22,686 shares
  • Indirect Ownership: 12 shares held through a managed account
  • Deferred Restricted Stock Units (DRSUs): Acquired 53 new units through dividend reinvestment, bringing total DRSU holdings to 8,432 units

The newly acquired DRSUs are economically equivalent to common stock and will vest on the one-year anniversary of the grant date. These units will convert to common shares upon termination of board service, per the Director Deferred Compensation Program and 2023 Stock Incentive Plan. The transaction was executed at $0 per unit as part of the dividend reinvestment program.

Positive

  • None.

Negative

  • None.
Insider Weerasinghe Rohan
Role Director
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 53 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Deferred Restricted Stock Units — 8,432 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)
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 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) 06/16/2025 A 53(2) (1) (1) Common Stock 53 $0 8,432 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 Rohan Weerasinghe 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 Rohan Weerasinghe own directly as of June 2025?

According to the Form 4 filing, Director Rohan Weerasinghe directly owns 22,686 shares of PHINIA Inc. (PHIN) common stock, plus an additional 12 shares held indirectly through a managed account.

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

On June 16, 2025, Rohan Weerasinghe received 53 deferred restricted stock units (DRSUs) as dividend reinvestment on his existing DRSU holdings. These new DRSUs will vest on the one-year anniversary of the grant date.

How many deferred restricted stock units (DRSUs) does PHIN director Weerasinghe own in total?

Following the reported transaction, Rohan Weerasinghe beneficially owns 8,432 deferred restricted stock units (DRSUs) of PHINIA Inc. Each DRSU is equivalent to one share of PHIN common stock.

When will PHIN director Weerasinghe's deferred restricted stock units (DRSUs) be settled?

According to the filing, Weerasinghe's DRSUs will settle into an equal number of PHINIA Inc. common stock shares upon his termination of board service, pursuant to the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan.