[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Todd L. Anderson, VP and Chief Technology Officer of PHINIA Inc. (PHIN), reported a sale of common stock on 08/29/2025. The filing shows 1,682 shares were disposed at a price of $58.48 per share; the filing explains these shares were automatically withheld to satisfy tax withholding upon vesting of restricted stock. After the transaction Mr. Anderson beneficially owns 30,732 shares, which includes 12,398 shares of restricted stock. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Anderson on 09/03/2025.

Positive

• Continued beneficial ownership of 30,732 shares, indicating ongoing insider alignment with shareholders
• 12,398 restricted shares remain held, showing retention tied to compensation vesting

Negative

• 1,682 shares disposed at $58.48 on 08/29/2025, reducing free shares available to the insider

Insights

Financial Analyst

TL;DR: Insider sale of 1,682 shares was for tax withholding on vested restricted stock; remaining stake is 30,732 shares.

The transaction reported is a routine, non-discretionary disposition tied to tax withholding for vesting restricted stock rather than an open-market sale initiated for diversification or liquidity needs. The per-share price of $58.48 provides a concrete execution point for that withholding event. For investors, this filing documents transparency around share vesting and insider ownership levels but does not itself signal a change in company strategy or material corporate development.

Corporate Governance Expert

TL;DR: This Form 4 reflects standard tax-withholding on vesting and continued insider ownership, an ordinary governance disclosure.

The report indicates proper Section 16 reporting by an executive officer and clarifies the nature of the disposition as automatic withholding rather than a voluntary sale. Continued beneficial ownership of 30,732 shares, including 12,398 restricted shares, suggests ongoing alignment with shareholder interests through equity compensation. The filing appears compliant and informational rather than signaling governance concerns.

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^*

Anderson Todd L

(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 Chief Tech. Officer

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		1,682(1)	D	$58.48	30,732(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 12,398 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Todd L. Anderson	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 did PHIN insider Todd L. Anderson report on Form 4 (PHIN)?

The filing reports a disposition of 1,682 common shares at $58.48 on 08/29/2025 and shows 30,732 shares beneficially owned after the transaction.

Why were the 1,682 shares sold according to the Form 4 for PHIN?

The filing explains the 1,682 shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock.

How many restricted shares does Todd L. Anderson hold according to the Form 4?

The filing states the insider holds 12,398 shares of restricted stock included in the total beneficial ownership.

What is Todd L. Anderson's role at PHINIA (PHIN)?

The Form 4 identifies him as a Director and as an Officer with the title VP and Chief Technology Officer.

When was the Form 4 signed for the PHIN filing?

The Form 4 was signed by an attorney-in-fact on behalf of Todd L. Anderson on 09/03/2025.