[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alisa Di Beasi, Vice President and CHRO of PHINIA Inc. (PHIN), reported a Form 4 disclosing a transaction on 08/29/2025. The filing shows 2,356 shares of Common Stock were disposed (code F) at a price of $58.48 per share. Following the reported transaction, Ms. Di Beasi beneficially owns 34,595 shares, of which the filing notes 16,944 shares are restricted stock. The filing explains the 2,356 shares were automatically withheld to satisfy tax-withholding obligations upon restricted stock vesting. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction was administrative (tax withholding) and not reported as an open-market sale, indicating no disclosed change in insider investment intent
• Filing discloses post-transaction ownership (34,595 shares) and the amount of restricted stock (16,944), providing transparency on insider holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share surrender on vested restricted stock; not a discretionary sale.

The Form 4 shows a disposition coded "F," which the filing explains as shares automatically withheld to satisfy tax withholding upon vesting of restricted stock. Such transactions are administrative and typically do not indicate a change in insider sentiment toward the company. The post-transaction beneficial ownership is 34,595 shares, including 16,944 restricted shares, so a meaningful portion of the insider holding remains subject to vesting or transfer restrictions. Documentation was executed via attorney-in-fact, which is common for administrative filings.

Securities Analyst

TL;DR: Transaction reduces reported free-floating insider shares slightly; no price-motivated sale disclosed.

The reported disposition of 2,356 shares at $58.48 is explicitly tied to tax withholding on vested restricted stock rather than an open-market sale. The filing provides clear post-transaction ownership figures (34,595 shares) and the amount of restricted stock (16,944), enabling investors to see how much of the insider stake remains restricted. No derivative positions or additional transactions are reported on this Form 4.

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^*

Di Beasi Alisa

(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 CHRO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		2,356(1)	D	$58.48	34,595(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. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

2. Includes 16,944 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Alisa Di Beasi	09/03/2025
	** 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 PHIN insider Alisa Di Beasi report on Form 4?

The Form 4 reports a disposition of 2,356 shares on 08/29/2025 at $58.48 per share, with a post-transaction beneficial ownership of 34,595 shares.

Why were the 2,356 shares disposed according to the filing?

The filing explains the shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock.

How many restricted shares does Alisa Di Beasi hold?

The Form 4 states she holds 16,944 restricted shares included in the total beneficial ownership.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II (derivative securities) contains no reported transactions; only non-derivative common stock is reported in Table I.

Who signed the Form 4?

The filing is signed by Kelly A. Albin as attorney-in-fact for Alisa Di Beasi on 09/03/2025.