[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Robert Boyle, VP, General Counsel and Secretary of PHINIA INC. (PHIN), reported two transactions on 09/12/2025. He received 118 shares of restricted common stock at a $0 price through automatic dividend reinvestment into outstanding restricted awards. Separately, 14 shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock at a price of $58.20 per share. After these changes, Mr. Boyle beneficially owned 34,742 shares (the filing notes this total includes 18,740 restricted shares). The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• Dividend reinvestment added 118 restricted shares, increasing insider alignment with shareholders
• Total beneficial ownership remains substantial at 34,742 shares, including 18,740 restricted shares

Negative

• 14 shares were withheld to satisfy tax obligations, slightly reducing free-floating insider holdings

Insights

Corporate Governance Expert

TL;DR: Insider received dividends-in-kind and experienced routine tax withholding on vesting; ownership changed only modestly and appears procedural.

The Form 4 shows a non-discretionary dividend reinvestment that produced 118 restricted shares and an automatic withholding of 14 shares to cover taxes on vesting. These are standard compensation-plan mechanics rather than directional trading. The filing discloses a meaningful portion of Mr. Boyle's holdings are restricted (18,740 shares), which is relevant for assessing lock-up and governance alignment. No discretionary open-market purchases or large disposals are reported.

Compensation/Tax Specialist

TL;DR: Transactions reflect equity compensation administration: dividend reinvestment and mandatory tax withholding on vesting.

The acquisition of 118 shares at $0 via dividend reinvestment is consistent with award terms that reinvest dividends into additional restricted stock. The 14-share disposition at $58.20 is described as mandatory withholding to satisfy tax obligations upon vesting, indicating employer payroll tax procedures rather than a voluntary sale. These mechanics affect share count and tax reporting but do not indicate a change in insider confidence or market signaling.

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^*

Boyle Robert

(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, GC and Secretary

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		118(1)	A	$0	34,742	D
Common Stock	09/12/2025		F		14(2)	D	$58.2	34,728(3)	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. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

3. Includes 18,740 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Robert Boyle	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 transactions did PHIN insider Robert Boyle report on Form 4?

He reported receipt of 118 restricted shares via automatic dividend reinvestment and 14 shares withheld for tax upon vesting, both dated 09/12/2025.

How many PHIN shares does Robert Boyle beneficially own after the transactions?

He beneficially owned 34,742 shares after the reported transactions; the filing states this includes 18,740 restricted shares.

What was the price associated with the withheld shares on the Form 4?

The 14 shares withheld for tax purposes are reported with a price of $58.20 per share.

Were these transactions discretionary trades or compensation plan mechanics?

The filing describes the 118-share acquisition as automatic dividend reinvestment and the 14-share disposition as mandatory tax withholding on vesting, indicating compensation-plan mechanics.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Robert Boyle by Kelly A. Albin as attorney-in-fact on 09/16/2025.