PHINIA Inc. (PHIN) director adds dividend-based deferred stock units

Rhea-AI Filing Summary

PHINIA Inc. director Robin Kendrick reported an equity award involving deferred restricted stock units. On 12/12/2025, the director acquired 22 deferred restricted stock units (DRSUs), representing dividend equivalents automatically reinvested on outstanding DRSUs.

Each DRSU is the economic equivalent of one share of PHINIA common stock and will vest on the one-year anniversary of the grant date, then settle into shares upon the director’s termination of board service under the Director Deferred Compensation Program and 2023 Stock Incentive Plan. After this transaction, the director beneficially owns 16,556 common shares directly, 15,794 common shares indirectly through a trust, and 4,702 DRSUs.

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

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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^*

Kendrick Robin

(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)
12/12/2025

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								16,556	D
Common Stock								15,794	I	By Trust

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
Deferred Restricted Stock Units	(1)	12/12/2025		A		22(2)		(1)	(1)	Common Stock	22	$0	4,702	D

Explanation of Responses:

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date. These DRSUs will settle into an equal number of shares of the issuer's Common Stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

2. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Robin Kendrick	12/15/2025
	** 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).
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FAQ

What insider transaction did PHINIA (PHIN) report in this Form 4?

The filing shows that director Robin Kendrick acquired 22 deferred restricted stock units (DRSUs) on 12/12/2025, tied to automatic dividend reinvestment on existing DRSUs.

How many PHINIA deferred restricted stock units does the director now hold?

Following the reported transaction, the director beneficially owns 4,702 deferred restricted stock units, each economically equivalent to one share of PHINIA common stock.

What are DRSUs in the context of PHINIA (PHIN) director compensation?

Each deferred restricted stock unit (DRSU) is the economic equivalent of one share of PHINIA common stock, vests on the one-year anniversary of the grant date, and will settle into an equal number of shares when the director’s board service ends.

How many PHINIA shares does the director own directly and indirectly after this transaction?

After the transaction, the director beneficially owns 16,556 PHINIA common shares directly and 15,794 PHINIA common shares indirectly through a trust.

How were the additional PHINIA DRSUs obtained by the director?

The additional 22 DRSUs represent units acquired through the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the award terms.

When will the PHINIA director’s DRSUs be settled into common stock?

The DRSUs will settle into an equal number of PHINIA common shares, including any additional dividend-equivalent DRSUs that have vested, upon the director’s termination of board service under the Director Deferred Compensation Program and 2023 Stock Incentive Plan.