PHIN Form 4: Director Disposes Shares and Acquires Deferred Stock Units
Rhea-AI Filing Summary
PHINIA Inc. Form 4: Director Latondra Newton reported changes to her holdings on 09/12/2025. The filing shows a disposition of 16,556 shares of PHIN common stock and the acquisition of 15 Deferred Restricted Stock Units (DRSUs) that equate to 3,335 shares upon settlement. The DRSUs vest on the one-year anniversary of the grant date and convert to an equal number of common shares when the reporting person ends board service, including any dividend-equivalent DRSUs automatically reinvested per the award terms. The Form 4 was signed by the reporting person’s attorney-in-fact on 09/16/2025.
Positive
- Acquired Deferred Restricted Stock Units: 15 DRSUs granted that convert to common stock and include dividend reinvestment.
- Clear vesting and settlement terms: DRSUs vest on the one-year anniversary and settle upon termination of board service per the compensation plan.
Negative
- Disposition of common stock: Reporting person disposed of 16,556 shares, reducing direct beneficial ownership.
- Missing price and prior ownership context: The filing does not disclose the sale price or total prior holdings, limiting assessment of financial impact.
Insights
TL;DR: Director reported a sale of common stock and receipt of deferred restricted stock units that vest after one year.
The Form 4 discloses a direct disposition of 16,556 shares and the grant/acquisition of deferred equity in the form of 15 DRSUs which are economically equivalent to shares and will settle into common stock upon termination of board service or vesting conditions. The filing clarifies that dividend equivalents on outstanding DRSUs are automatically reinvested, increasing DRSU holdings. This is a routine director compensation and liquidity event; the document contains no additional corporate governance actions or amendments.
TL;DR: Insider reduced direct shareholdings while acquiring deferred equity that converts to common shares under plan terms.
The transaction shows an immediate decrease of 16,556 directly held shares and a simultaneous grant/acquisition of DRSUs reflecting 3,335 underlying shares post-dividend reinvestment. DRSUs carry a one-year vesting schedule and settle into common stock under the issuer’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. The Form 4 provides clear mechanics for settlement and dividend reinvestment but does not disclose prices for the disposed shares or the reporter’s total ownership stake before the transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Restricted Stock Units | 15 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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.
