STOCK TITAN

PHINIA (PHIN) director receives restricted stock and DRSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Norman Daun reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. director Norman Daun received equity-based compensation. On May 22, 2026, he was granted 2,140 shares of restricted common stock as an annual grant to independent directors, increasing his direct holdings to 22,063 shares. These restricted shares will vest on May 22, 2027.

He also received 836 deferred restricted stock units (DRSUs) in lieu of his annual non-employee director cash retainer at an economic equivalent of $74.80 per share. Each DRSU equals one share of PHINIA common stock, will vest on May 22, 2027, and will settle into shares upon his termination of board service under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Positive

  • None.

Negative

  • None.
Insider Norman Daun
Role null
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 836 $74.80 $63K
Grant/Award Common Stock 2,140 $0.00 --
Holdings After Transaction: Deferred Restricted Stock Units — 836 shares (Direct, null); Common Stock — 22,063 shares (Direct, null)
Footnotes (1)
  1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027. Includes 2,140 shares of restricted stock. Represents deferred restricted stock units ("DRSUs") that the reporting person elected to receive in lieu of the annual non-employee director cash retainer. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. 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.
Restricted stock grant 2,140 shares Annual grant of restricted stock to independent directors vesting May 22, 2027
Shares owned after grant 22,063 shares Total PHINIA common shares directly held by Norman Daun after transactions
Deferred restricted stock units 836 DRSUs Equity granted in lieu of annual non-employee director cash retainer
DRSU grant value per unit $74.80 per DRSU Economic equivalent of one share of PHINIA common stock
Vesting date May 22, 2027 Vesting date for both restricted stock and DRSUs
Deferred Restricted Stock Units financial
"Represents deferred restricted stock units ("DRSUs") that the reporting person elected to receive in lieu of the annual non-employee director cash retainer."
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend equivalents financial
"including any additional DRSUs acquired as a result of dividend equivalents that have vested"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Director Deferred Compensation Program financial
"upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program"
A director deferred compensation program is an arrangement that lets a company delay paying part of a board member’s fees or bonuses until a future date, often at retirement or after leaving the board. It matters to investors because it affects a company’s long‑term cash commitments and executive incentives—like a timed savings plan that can align directors’ decisions with the company’s future performance while creating future liabilities on the balance sheet.
2023 Stock Incentive Plan financial
"pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan."
SEC Form 4
FORM 4UNITED 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*
Norman Daun

(Last)(First)(Middle)
3000 UNIVERSITY DRIVE

(Street)
AUBURN HILLS MICHIGAN 48326

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PHINIA INC. [ PHIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026A2,140(1)A$022,063(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Restricted Stock Units(3)05/22/2026A836 (3) (3)Common Stock836$74.8836D
Explanation of Responses:
1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027.
2. Includes 2,140 shares of restricted stock.
3. Represents deferred restricted stock units ("DRSUs") that the reporting person elected to receive in lieu of the annual non-employee director cash retainer. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. 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.
Remarks:
/s/ Kelly A. Albin as attorney-in-fact for D'aun Norman05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did PHINIA (PHIN) director Norman Daun report in this Form 4?

Director Norman Daun reported equity awards from PHINIA. He received 2,140 restricted common shares and 836 deferred restricted stock units as part of his annual independent director compensation, increasing his directly held common stock to 22,063 shares after the transactions.

How many PHINIA (PHIN) shares were granted to director Norman Daun?

Norman Daun received 2,140 shares of restricted PHINIA common stock. This annual grant to independent directors increased his total directly held common shares to 22,063 following the award, according to the reported holdings after the transaction date of May 22, 2026.

What are the terms of the PHINIA (PHIN) restricted stock granted to Norman Daun?

The grant to Norman Daun consists of 2,140 restricted common shares that will vest on May 22, 2027. These shares are part of the annual grant to independent directors, with vesting tied to continued board service through that vesting date.

What deferred restricted stock units (DRSUs) did PHINIA (PHIN) grant to Norman Daun?

PHINIA granted Norman Daun 836 deferred restricted stock units (DRSUs) he elected to receive instead of his annual non-employee director cash retainer. Each DRSU equals one PHINIA common share economically and will settle into shares when his board service ends.

When do Norman Daun’s PHINIA (PHIN) equity awards vest and settle?

Both the 2,140 restricted shares and the 836 DRSUs granted to Norman Daun vest on May 22, 2027. The DRSUs will then settle into an equal number of PHINIA common shares upon his termination of board service, under the company’s deferred compensation program.

At what value were PHINIA (PHIN) DRSUs granted to Norman Daun?

The 836 deferred restricted stock units granted to Norman Daun were issued at an economic equivalent of $74.80 per unit. Each DRSU represents the economic value of one share of PHINIA common stock, received instead of a cash board retainer.