[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Matthew Logar, Vice President and Chief Investment Officer of PHINIA Inc. (PHIN), reported a nondiscretionary disposition of securities on 08/29/2025. The filing shows 1,778 shares of Common Stock were disposed of under transaction code F (shares withheld to satisfy tax withholding upon restricted stock vesting) at a price of $58.48 per share. After the reported transaction, Mr. Logar beneficially owns 17,982 shares, which includes 12,326 restricted shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Timely disclosure of the transaction under Section 16 requirements
• Insider retains 17,982 shares, including 12,326 restricted shares, indicating continued ownership alignment with the company

Negative

• None.

Insights

Financial Analyst

TL;DR Routine tax-withholding sale on restricted stock vesting; insider retains material stake.

The filing records a disposition coded F, indicating shares were automatically withheld to meet tax obligations when restricted shares vested. The sale of 1,778 shares at $58.48 is a mechanical transaction tied to compensation, not an open-market discretionary sale. Post-transaction ownership of 17,982 shares, including 12,326 restricted shares, means the reporting person continues to hold a meaningful equity position tied to compensation arrangements rather than liquidating a stake.

Corporate Governance Expert

TL;DR Disclosure aligns with Section 16 requirements; action appears compliance-driven rather than strategic.

The Form 4 discloses an insider tax-withholding disposition, properly reported with transaction code F. Reporting and signature via attorney-in-fact indicate procedural compliance. There is no indication of additional discretionary sales or changes in control; the filing documents vesting-related mechanics and remaining restricted 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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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^*

Logar Matthew

(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 CIO

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		1,778(1)	D	$58.48	17,982(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 12,326 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Matthew Logar	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 PHIN insider Matthew Logar report on Form 4?

The Form 4 reports a disposition of 1,778 shares of Common Stock on 08/29/2025 coded F (shares withheld for tax withholding).

At what price were the shares disposed and why?

The reported disposal price was $58.48 per share and the sale was to satisfy tax withholding upon the vesting of restricted stock.

How many PHIN shares does Matthew Logar beneficially own after the transaction?

After the reported transaction, Mr. Logar beneficially owns 17,982 shares, which include 12,326 restricted shares.

What does transaction code F mean on a Form 4?

Transaction code F indicates a sale, transfer or other disposition of securities to satisfy tax withholding obligations upon vesting of restricted stock, per the form's coding.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Kelly A. Albin as attorney-in-fact for Matthew Logar on 09/03/2025.