PHINIA director gets 2,140-share stock grant

WOOD ROGER reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WOOD ROGER reported acquisition or exercise transactions in this Form 4 filing.

PHINIA INC. director Roger Wood received an annual grant of 2,140 shares of restricted common stock, awarded at no cash cost as director compensation. These restricted shares will vest on May 22, 2027. After this grant, Wood directly holds a total of 22,063 common shares, including the 2,140 restricted shares.

Insider Trade Summary

Grant/Award: 2,140 shares

Grant/Award 1 txn

Insider WOOD ROGER

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,140	$0.00	$0.00

Holdings After Transaction: Common Stock — 22,063 shares (Direct)

Footnotes (2)

1. F1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027.
2. F2. Includes 2,140 shares of restricted stock.

Key Figures

Restricted stock grant: 2,140 shares Grant price: $0.0000 per share Total holdings after grant: 22,063 shares +1 more

4 metrics

Restricted stock grant 2,140 shares Annual grant of restricted stock to independent director

Grant price $0.0000 per share Reported grant price for 2,140 restricted shares

Total holdings after grant 22,063 shares Director’s direct common stock ownership following transaction

Vesting date May 22, 2027 Vesting date for 2,140 restricted shares

Key Terms

restricted stock, independent directors, transaction code A, Form 4

4 terms

restricted stock financial

"Represents an annual grant of restricted stock to independent directors."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

independent directors regulatory

"Represents an annual grant of restricted stock to independent directors."

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

transaction code A regulatory

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PHIN (PHINIA INC.) director Roger Wood report?

Director Roger Wood reported receiving an annual grant of 2,140 shares of restricted PHINIA INC. common stock. The award was recorded at a price of $0.0000 per share as compensation, rather than a market purchase, and increases his direct ownership stake in the company.

Is the Roger Wood Form 4 for PHIN a stock purchase or a grant?

The Form 4 for PHIN shows a stock grant, not an open-market purchase. Transaction code A indicates a grant or award acquisition of 2,140 restricted shares, provided as annual compensation for serving as an independent director on PHINIA INC.’s board.

When do Roger Wood’s newly granted PHIN restricted shares vest?

Roger Wood’s 2,140 restricted PHINIA INC. shares vest on May 22, 2027. Until vesting, they remain subject to restrictions, but count toward his reported holdings, aligning his compensation with longer-term company performance over the vesting period.

How many PHINIA INC. shares does Roger Wood hold after this Form 4 transaction?

Following the grant, Roger Wood directly holds 22,063 PHINIA INC. common shares. This total includes the 2,140 shares of restricted stock reported in the filing, reflecting his combined vested and unvested equity position as a company director.

What does transaction code A mean in the PHIN Form 4 for Roger Wood?

Transaction code A on the PHIN Form 4 indicates a grant, award, or other acquisition. In this case, it represents an annual grant of 2,140 restricted common shares to independent director Roger Wood as part of his equity-based board compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:23 PM EDT Learn about SEC filing dates

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^*

WOOD ROGER

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		A		2,140(1)	A	$0	22,063(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Roger Wood	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)