[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA Inc. director and officer Dori Sebastian reported transactions on 09/12/2025 showing routine equity activity tied to restricted stock units. Dividend equivalents on outstanding RSUs were automatically reinvested, resulting in the acquisition of 63 shares at no cash cost. Several RSU-related share dispositions occurred to satisfy tax-withholding obligations: 121 shares were withheld at an indicated price of $58.48 and 9 shares were withheld at $58.20, leaving the reporting person with 17,501 shares beneficially owned (which includes 9,997 RSUs).

The Form 4 was signed by an attorney-in-fact on 09/16/2025. All transactions appear to be administrative actions related to RSU vesting, dividend reinvestment, and tax withholding rather than open-market discretionary trades.

Positive

• Compliance: Timely Form 4 filing documents insider transactions and maintains regulatory transparency
• Alignment: Acquisition of 63 shares via dividend-equivalent reinvestment increases executive ownership without cash outlay

Negative

• Held shares reduced: Mandatory withholding resulted in the disposition of 130 shares (121 and 9) which reduced reported beneficial ownership
• Concentration: A significant portion of reported beneficial ownership (9,997 RSUs) remains in restricted form and subject to vesting conditions

Insights

Securities Analyst

TL;DR: Routine RSU vesting and tax-withholding transactions; no evidence of market-timing or material change in control.

The filing documents automatic reinvestment of dividend equivalents that converted into 63 shares and mandatory withholding of shares to satisfy taxes upon RSU vesting (121 shares at $58.48 and 9 shares at $58.20). The remaining beneficial ownership is reported as 17,501 shares including 9,997 RSUs. For investors, this is a standard compensation-related disclosure with limited directional signal about company prospects.

Corporate Governance Expert

TL;DR: Administrative insider activity consistent with standard equity compensation and compliance procedures.

The report indicates the reporting person is both a director and an officer (VP and CPO), and transactions were executed under plan terms: dividend-equivalent reinvestment and mandatory withholding for taxes. The presence of an attorney-in-fact signature suggests proper procedural handling. These actions do not indicate an unusual governance event or executive departure.

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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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)
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		63(1)	A	$0	17,631	D
Common Stock	09/12/2025		F		121(2)	D	$58.48	17,510	D
Common Stock	09/12/2025		F		9(3)	D	$58.2	17,501(4)	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. Additional shares withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.

3. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.

4. Includes 9,997 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Sebastian Dori	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 insider transactions did PHIN (PHINIA Inc.) report on 09/12/2025?

The filing shows dividend-equivalent reinvestment resulting in 63 shares acquired and mandatory tax-withholding dispositions of 121 shares at $58.48 and 9 shares at $58.20 tied to RSU vesting.

Who filed the Form 4 for PHIN and what is their role?

The reporting person is Dori Sebastian, identified as a Director and an Officer (VP and CPO) of PHINIA Inc.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 reports 17,501 shares beneficially owned following the transactions, which include 9,997 restricted stock units.

Were these open-market sales or compensation-related withholdings?

The transactions were compensation-related: dividend-equivalent reinvestment and automatic/mandatory withholding to satisfy tax obligations on RSU vesting, not discretionary open-market sales.

When was the Form 4 signed and by whom?

The Form 4 shows a signature by Kelly A. Albin as attorney-in-fact for Sebastian Dori dated 09/16/2025.