[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Chris P. Gropp, Vice President and CFO of PHINIA Inc. (PHIN), reported transactions on 08/29/2025. The filing shows 6,599 shares of common stock were disposed at a price of $58.48; the filing explains these shares were automatically withheld to satisfy tax withholding upon the vesting of restricted stock. After the reported transaction, Gropp beneficially owns 61,046 shares (which includes 35,419 restricted shares). The report also lists 3,890 shares held indirectly by spouse, which includes 2,913 restricted shares; the reporting person disclaims beneficial ownership of those 2,913 shares. The form is a routine Section 16 disclosure of changes in insider ownership and tax-related share withholding.

Positive

• Disclosure clarifies tax-withholding treatment for vested restricted shares, improving transparency
• Filing identifies officer role (Vice President and CFO) and reports both direct and indirect holdings clearly

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding event; modest reduction in direct holdings, no new sales for cash disclosed.

The Form 4 records a disposition coded as F on 08/29/2025 for 6,599 shares at $58.48, which the filer explains were withheld to satisfy tax obligations upon vesting. Post-transaction direct beneficial ownership is 61,046 shares including 35,419 restricted shares, and indirect holdings of 3,890 shares are held by spouse (including 2,913 restricted shares disclosed with a disclaimer). This is a non-market-impacting administrative transaction rather than an open-market sale or purchase, and the filing contains no additional derivative or option activity.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; details clarify restricted share treatment and spouse holdings.

The report clearly documents the nature of the disposition as mandatory tax withholding on vested restricted stock and distinguishes direct versus indirect ownership with a disclaimer for certain spouse-held restricted shares. From a governance and compliance perspective, the submission appears complete for the cited transactions and identifies the reporting person’s role as Vice President and CFO, satisfying identification and timing elements required by Form 4.

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^*

Gropp Chris P

(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)
	Vice President and CFO

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		6,599(1)	D	$58.48	61,046(2)	D
Common Stock								3,890(3)	I	By spouse

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 35,419 shares of restricted stock.

3. Includes 2,913 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Chris P. Gropp	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 Chris P. Gropp report on Form 4 (PHIN)?

The Form 4 reports a disposition of 6,599 shares on 08/29/2025 at $58.48, which the filer states were withheld for tax withholding upon vesting.

How many PHIN shares does Chris P. Gropp beneficially own after the transaction?

After the reported transaction, Gropp beneficially owns 61,046 shares, which includes 35,419 restricted shares.

Are there any indirect holdings reported for the PHIN filing?

Yes, the filing shows 3,890 shares held indirectly by spouse, which include 2,913 restricted shares; the reporting person disclaims beneficial ownership of those 2,913 shares.

Was any derivative or option activity reported in this Form 4 for PHIN?

No derivative or option transactions are reported; Table II (derivative securities) contains no entries.

What is the transaction code and what does it indicate?

The disposition is coded as F; the filing explains the shares were automatically withheld to satisfy tax withholding upon vesting of restricted stock.