[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Samantha Pombier, identified as Vice President and Controller of PHINIA INC. (PHIN), reported a transaction dated 09/12/2025 on Form 4 showing the acquisition of 24 shares of Common Stock at a reported price of $0. The filing states these shares were restricted stock received through automatic reinvestment of dividends on outstanding restricted awards. After the transaction, the reporting person beneficially owned 10,809 shares, which explicitly includes 4,972 shares of restricted stock. The Form 4 is signed by an attorney-in-fact, Kelly A. Albin, on 09/16/2025.

Positive

• Acquisition via dividend reinvestment: 24 shares added through automatic reinvestment, showing continued insider participation in equity
• Clear disclosure: Form 4 explains the nature of the shares and reports post-transaction beneficial ownership of 10,809 shares including 4,972 restricted

Negative

• None.

Insights

Securities Analyst

TL;DR: Small dividend reinvestment increased insider holdings marginally; transaction appears routine and non-dilutive.

The reported acquisition of 24 shares at $0 reflects automatic dividend reinvestment into restricted stock rather than an open-market purchase, indicating retention of equity through award terms. The post-transaction beneficial ownership of 10,809 shares, including 4,972 restricted shares, documents the insider's existing stake but does not represent a material change in capital structure or control. For investors, this is a routine insider holding update with limited market impact.

Corporate Governance Expert

TL;DR: Transaction complies with award terms and Section 16 reporting; no governance concerns evident from the filing.

The Form 4 discloses a non-derivative acquisition by an officer via automatic dividend reinvestment into restricted stock, a common mechanism under equity award plans. The filing was executed by an attorney-in-fact and includes the required explanatory remarks about dividend reinvestment and restricted-share count. There are no indications of unusual timing, related-party transfers, or departures from standard disclosure practices in this document.

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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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^*

Pombier Samantha

(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)
	Vice President and Controller

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		24(1)	A	$0	10,809(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. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such awards.

2. Includes 4,972 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Samantha Pombier	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 did Samantha Pombier report on PHIN Form 4?

The report discloses the acquisition of 24 shares of Common Stock on 09/12/2025 via automatic dividend reinvestment into restricted stock.

How many PHIN shares does the reporting person own after the transaction?

The filing states a total beneficial ownership of 10,809 shares following the reported transaction.

How many restricted shares are included in the 10,809 total?

The Form 4 explicitly states that 4,972 shares of the total are restricted stock.

What price was reported for the acquired shares?

The shares were reported at a price of $0, reflecting issuance as restricted stock from dividend reinvestment.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by attorney-in-fact Kelly A. Albin on 09/16/2025.