STOCK TITAN

PHINIA CFO has 6,700 shares withheld for taxes

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PHINIA INC. (PHIN) reported that Senior Vice President and CFO Chris P. Gropp had 6,700 shares of Common Stock automatically withheld on 2026-08-28 to satisfy the tax withholding requirement upon vesting of restricted stock, at a reported price of $68.65 per share. Following this tax-withholding disposition, Gropp directly holds 57,323 shares of Common Stock, including 14,907 shares of restricted stock, and has indirect holdings of 3,973 shares through his spouse, including 1,806 restricted shares, for which he disclaims beneficial ownership.

Positive

  • None.

Negative

  • None.
Insider Gropp Chris P
Role Senior Vice President and CFO
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 6,700 $68.65 $460K
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 57,323 shares (Direct); Common Stock — 3,973 shares (Indirect, By spouse)
Footnotes (3)
  1. F1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.
  2. F2. Includes 14,907 shares of restricted stock.
  3. F3. Includes 1,806 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Shares withheld for tax 6,700 shares of Common Stock Automatically and mandatorily withheld on 2026-08-28 to satisfy tax withholding upon vesting of restricted stock
Tax withholding price per share $68.65 per share Reported price for the 6,700 shares used to satisfy tax withholding
Direct holdings after transaction 57,323 shares of Common Stock Direct ownership by Chris P. Gropp following the 2026-08-28 withholding
Restricted stock included in direct holdings 14,907 shares of restricted stock Portion of Gropp’s direct holdings that is restricted stock after the transaction
Indirect holdings by spouse 3,973 shares of Common Stock Indirect ownership by spouse after the reported transaction
Restricted stock in indirect holdings 1,806 shares of restricted stock Restricted shares within spouse-held indirect position; beneficial ownership disclaimed
restricted stock financial
"upon the vesting of restricted stock."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
tax withholding requirement financial
"withheld to satisfy the tax withholding requirement upon the vesting"
beneficial ownership financial
"disclaims beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

What transaction did PHINIA INC. (PHIN) CFO Chris P. Gropp report on this Form 4?

Chris P. Gropp reported 6,700 shares of PHINIA INC. Common Stock automatically withheld on 2026-08-28 to satisfy the tax withholding requirement upon the vesting of restricted stock, at a reported price of $68.65 per share.

Was the PHINIA (PHIN) Form 4 transaction a market sale or a tax withholding event?

The Form 4 reports a tax withholding event, not an open-market sale. 6,700 shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

How many PHINIA (PHIN) shares does Chris P. Gropp hold directly after the reported transaction?

After the transaction, Chris P. Gropp directly holds 57,323 shares of PHINIA Common Stock, which includes 14,907 shares of restricted stock.

What indirect PHINIA (PHIN) holdings by Chris P. Gropp are reported on this Form 4?

The Form 4 shows indirect ownership of 3,973 shares of PHINIA Common Stock held by his spouse, including 1,806 shares of restricted stock. Gropp disclaims beneficial ownership of these securities.

Is the PHINIA (PHIN) Form 4 transaction under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the transaction is described as shares withheld to satisfy tax withholding upon vesting of restricted stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Gropp Chris P

(Last)(First)(Middle)
3000 UNIVERSITY DRIVE

(Street)
AUBURN HILLS MICHIGAN 48326

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PHINIA INC. [ PHIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/28/2026F6,700(1)D$68.6557,323(2)D
Common Stock3,973(3)IBy spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 14,907 shares of restricted stock.
3. Includes 1,806 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Power of Attorney is attached hereto as Exhibit 24.
/s/ Kathleen Cindric as attorney-in-fact for Chris P. Gropp09/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)