PHINIA (PHIN) officer granted 61 dividend-equivalent shares at no cost

Rhea-AI Filing Summary

PHINIA Inc. executive Neil Fryer, VP and GM Global Aftermarket, reported acquiring 61 shares of common stock at $0 on 12/12/2025 through automatic dividend-equivalent reinvestment tied to existing restricted stock unit awards.

After this transaction, he beneficially owns 19,871 PHINIA shares, which includes 13,118 restricted stock units, all held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fryer Neil

Role VP and GM Global Aftermarket

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	61	$0.00	--

Holdings After Transaction: Common Stock — 19,871 shares (Direct)

Footnotes (1)

1. Reflects shares of restricted stock units acquired following the automatic reinvestment of dividend equivalents on outstanding restricted stock units held on the dividend record date, as required by the terms of such awards. Includes 13,118 restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

Fryer Neil

(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 Global Aftermarket

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		61(1)	A	$0	19,871(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. Reflects shares of restricted stock units acquired following the automatic reinvestment of dividend equivalents on outstanding restricted stock units held on the dividend record date, as required by the terms of such awards.

2. Includes 13,118 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Neil Fryer	12/15/2025
	** 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 insider transaction did PHINIA (PHIN) report for Neil Fryer?

Neil Fryer, a PHINIA (PHIN) officer and VP and GM Global Aftermarket, reported acquiring 61 shares of common stock on 12/12/2025 at a price of $0 per share.

Why did Neil Fryer receive 61 additional PHINIA (PHIN) shares?

The 61 shares reflect restricted stock units acquired following the automatic reinvestment of dividend equivalents on outstanding restricted stock units held on the dividend record date, as required by the award terms.

How many PHINIA (PHIN) shares does Neil Fryer now beneficially own?

Following the reported transaction, Neil Fryer beneficially owns 19,871 PHINIA shares in total.

How many restricted stock units does the PHINIA (PHIN) insider hold?

Neil Fryer’s beneficial ownership of 19,871 PHINIA shares includes 13,118 restricted stock units.

What was the purchase price for the new PHINIA (PHIN) shares acquired by Neil Fryer?

The 61 shares of PHINIA common stock linked to dividend-equivalent reinvestment were acquired at a price of $0 per share.

Is Neil Fryer’s PHINIA (PHIN) ownership held directly or indirectly?

The filing identifies Neil Fryer’s 19,871 PHINIA shares, including restricted stock units, as held in direct ownership.