[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Roger Wood, a director of Phinia Inc. (PHIN), reported a non‑derivative acquisition of common stock on 09/12/2025. The filing shows 15 shares were acquired at no cash cost as restricted stock issued under an automatic dividend reinvestment provision, and the reporting person beneficially owns 19,891 shares following the transaction. The total includes 3,335 shares that remain restricted.

Positive

• Director acquired additional shares via automatic dividend reinvestment, increasing insider ownership.
• Filing provides clear disclosure of total beneficial ownership (19,891 shares) and restricted share component (3,335 shares).
• Transaction properly reported on Form 4 with attorney‑in‑fact signature, indicating compliance with Section 16 filing requirements.

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine Form 4 reporting of a small director share acquisition via dividend reinvestment; compliance filing appears complete.

The transaction is recorded as an acquisition of 15 shares of common stock on 09/12/2025 under the terms of an existing restricted stock award that automatically reinvested dividends. The reporting line identifies Roger Wood as a director and indicates beneficial ownership of 19,891 shares including 3,335 restricted shares. The form is signed by an attorney‑in‑fact on 09/16/2025. This is a standard Section 16 filing documenting insider ownership changes and the circumstances are clearly described in the explanations.

Corporate Governance Specialist

TL;DR: Insider increased holdings modestly through dividend reinvestment; no new compensatory grant or sale disclosed.

The disclosure notes the 15 shares arose from automatic reinvestment of dividends into restricted stock under existing awards, which is a common mechanism for insiders to increase holdings without a cash purchase. The filing does not show option exercises, sales, or cash purchases, and provides the restricted share count included in total beneficial ownership. From a governance perspective, the filing documents alignment with disclosure obligations and offers transparent detail on 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
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^*

WOOD ROGER

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		A		15(1)	A	$0	19,891(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 acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such award.

2. Includes 3,335 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Roger Wood	09/16/2025
	** 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 Roger Wood report on Form 4 for PHIN?

The Form 4 reports an acquisition of 15 shares of common stock on 09/12/2025, recorded as restricted stock resulting from automatic dividend reinvestment.

How many PHIN shares does Roger Wood beneficially own after the reported transaction?

The filing shows beneficial ownership of 19,891 shares following the reported transaction.

How many of Roger Wood's PHIN shares are restricted?

The report states that 3,335 shares are restricted stock included in the total beneficial ownership.

Was there any cash price paid for the acquired shares?

No cash price is reported; the entry shows the shares were acquired at $0, reflecting issuance via dividend reinvestment under award terms.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney‑in‑fact on 09/16/2025.