[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA Inc. insider transaction: The company reported that Pedro Rui Neto de Abreu, VP and Chief Strategy Officer, disposed of 1,844 shares of PHIN common stock on 08/29/2025 at a reported price of $58.48 per share. After the sale and automatic tax-withholding on vested restricted stock units, Mr. Neto de Abreu beneficially owns 18,975 shares, which the filing notes include 2,103 shares of restricted stock and 9,393 restricted stock units. The disposition was reported on a Form 4 and the filing explains the 1,844-share reduction resulted from shares withheld to satisfy tax obligations upon RSU vesting.

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding of shares to cover taxes on vested RSUs; not a signal of major governance change.

The filing documents a common administrative transaction: shares were automatically withheld when restricted stock units vested to satisfy tax withholding requirements. The reporting person remains an officer and retains a significant balance of equity including restricted stock and RSUs, which suggests ongoing alignment with shareholders. There is no indication of additional sales, change in role, or restructuring that would suggest a material governance event.

Securities Analyst

TL;DR: Small, routine dilution-free settlement via share withholding; limited near-term market impact.

The 1,844-share disposition at $58.48 appears to be a withholding action tied to RSU vesting rather than an open-market sale. Post-transaction beneficial ownership of 18,975 shares (including 9,393 RSUs) indicates continued equity exposure. Given the transaction type and size, this disclosure is unlikely to materially affect PHIN's capitalization or trading dynamics.

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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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^*

Neto de Abreu Pedro Rui

(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 Strategy 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		1,844(1)	D	$58.48	18,975(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 units.

2. Includes 2,103 shares of restricted stock and 9,393 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Pedro Rui Neto de Abreu	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 Pedro Rui Neto de Abreu report on Form 4?

The reporting person disclosed a disposition of 1,844 shares of PHIN common stock on 08/29/2025 at a price of $58.48 per share.

Why were 1,844 shares disposed according to the Form 4?

The filing states those shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock units.

How many PHIN shares does the reporting person own after the transaction?

After the reported transaction, the reporting person beneficially owns 18,975 shares, which include 2,103 restricted shares and 9,393 restricted stock units.

Does the Form 4 indicate a change in the reporting person’s role at PHIN?

No. The filing lists the reporting person as VP and Chief Strategy Officer and does not indicate any change in role.

Was the disposition an open-market sale?

The Form 4 characterizes the 1,844-share reduction as shares withheld for tax withholding upon RSU vesting, not an open-market sale.