[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

John Lipinski, Vice President and General Manager, Fuel Systems Europe at PHINIA Inc. (PHIN), reported a transaction dated 08/29/2025. The filing shows 1,801 common shares were disposed (code F) at a price of $58.48 per share; the filing explains these were shares automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock. After the transaction, Lipinski beneficially owns 22,252 shares, which includes 11,892 restricted shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025. The filing documents an insider share withholding event tied to vesting, and discloses the officer’s post-transaction ownership.

Positive

• Clear disclosure of insider transaction including price, date, and post-transaction holdings
• Explanation provided that 1,801 shares were withheld to satisfy tax withholding upon restricted stock vesting

Negative

• Insider ownership decreased by 1,801 shares following withholding
• Substantial portion of holdings (11,892 shares) remain restricted, limiting immediate liquidity

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale on vesting; no new options or derivative activity reported.

The Form 4 documents a common practice where restricted stock vests and shares are withheld to cover required tax obligations. The disposition of 1,801 shares at $58.48 appears to be a withholding action rather than an open-market directional sale. Post-transaction beneficial ownership of 22,252 shares, including 11,892 restricted shares, remains sizable for an officer-level insider. From a market-impact perspective, this record is neutral because it reflects compensation mechanics rather than an additional liquidity-driven sale.

Corporate Governance Expert

TL;DR: Disclosure is clear and compliant; withholding on vesting is properly explained.

The filing provides the necessary Section 16 information: reporting person identity, relationship to issuer, transaction date, code, price, and post-transaction holdings. The explanation clarifies the nature of the disposition as mandatory tax withholding tied to restricted stock vesting. This transparency supports governance best practices by informing shareholders about compensation-related changes in insider holdings.

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^*

Lipinski John

(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. Europe

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		1,801(1)	D	$58.48	22,252(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 11,892 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for John Lipinski	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 transaction did John Lipinski report on Form 4 for PHIN (PHIN)?

The Form 4 reports a disposition of 1,801 common shares on 08/29/2025 at a price of $58.48 per share.

Why were the 1,801 shares disposed according to the filing?

The filing explains the 1,801 shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock.

How many PHIN shares does John Lipinski beneficially own after the transaction?

After the reported transaction, Lipinski beneficially owns 22,252 shares, which includes 11,892 restricted shares.

What is John Lipinski's role at PHINIA Inc. as listed on the Form 4?

He is reported as a Vice President and General Manager, Fuel Systems Europe and is also identified as an officer reporting person.

When was the Form 4 signed and by whom?

The filing was signed by Kelly A. Albin as attorney-in-fact for John Lipinski on 09/03/2025.