Tax-withholding on RSU vesting for PHINIA (PHIN) VP Dori Sebastian

Rhea-AI Filing Summary

PHINIA INC. reported that VP and CPO Dori Sebastian had 2,218 shares of common stock automatically withheld on February 27, 2026 to cover tax obligations upon the vesting of restricted stock units at $72.63 per share. After this tax-withholding disposition, Sebastian directly owned 16,527 shares of common stock, which includes 6,622 restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dori Sebastian

Role VP and CPO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,218	$72.63	$161K

Holdings After Transaction: Common Stock — 16,527 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units. Includes 6,622 restricted stock units.

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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^*

Dori Sebastian

(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 CPO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		2,218(1)	D	$72.63	16,527(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 6,622 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Sebastian Dori	03/03/2026
	** 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 Dori Sebastian?

PHINIA reported that VP and CPO Dori Sebastian had 2,218 common shares automatically withheld to satisfy tax obligations on vested restricted stock units. This tax-withholding disposition is not an open-market sale and occurred at a price of $72.63 per share.

Was the PHINIA (PHIN) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 2,218 shares were automatically and mandatorily withheld to cover tax withholding requirements triggered by the vesting of restricted stock units granted to Dori Sebastian.

How many PHINIA (PHIN) shares does Dori Sebastian own after the transaction?

After the transaction, Dori Sebastian directly owned 16,527 shares of PHINIA common stock. This figure includes 6,622 restricted stock units, which are share-based awards that typically convert into common stock upon vesting according to their award terms.

What price per share was used for the PHINIA (PHIN) tax-withholding shares?

The tax-withholding disposition used a price of $72.63 per PHINIA common share. This price was applied to 2,218 shares that were automatically withheld to satisfy tax obligations created when restricted stock units vested for Dori Sebastian.

What does transaction code F mean in the PHINIA (PHIN) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this PHINIA filing, it reflects 2,218 shares automatically withheld from Dori Sebastian’s vested restricted stock units to cover required tax withholding obligations.