[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Michael Coetzee, VP and GM Fuel Syst. Americas at PHINIA INC. (PHIN), reported transactions dated 09/12/2025. He acquired 81 shares of common stock through automatic dividend reinvestment of restricted stock (code A) at no cash price, bringing his beneficial ownership to 28,248 shares. On the same date, 7 shares were disposed (withheld) to satisfy tax withholding upon restricted stock vesting at a price of $58.20, leaving 28,241 shares reported after the transactions. The filing notes that the total includes 12,941 shares of restricted stock. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Coetzee on 09/16/2025. The transactions reflect standard dividend reinvestment and tax withholding mechanics for outstanding restricted awards.

Positive

• Continued ownership in PHINIA via dividend reinvestment increased beneficial holdings to 28,248 shares
• Transparent disclosure of restricted stock vesting and tax withholding with explanatory footnotes

Negative

• Mandatory tax withholding reduced reported shares by 7 shares at a reported price of $58.20

Insights

Financial Analyst

TL;DR: Routine insider transactions; ownership modestly increased by dividend reinvestment, with minor share withholding for taxes.

The Form 4 shows non-derivative activity tied to restricted stock mechanics rather than open-market buying or selling. The acquisition of 81 shares via dividend reinvestment increases the reporting persons stake marginally to 28,248 shares. The 7-share disposition represents mandatory tax withholding on vesting, recorded at $58.20 per share. These transactions are administrative and do not indicate a change in corporate control or a market-moving transfer of shares.

Corporate Governance Expert

TL;DR: Compliance-focused filing documenting award vesting, dividend reinvestment and required tax withholding; no governance red flags.

The entries and accompanying explanations align with standard equity award provisions: automatic dividend reinvestment for restricted stock and mandatory share withholding to satisfy tax obligations upon vesting. The report was timely-signed by an attorney-in-fact, indicating appropriate procedural handling. There is no indication of extraordinary transactions, transfers to related parties, or changes in reporting status.

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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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^*

Coetzee Michael

(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 GM Fuel Syst. Americas

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		81(1)	A	$0	28,248	D
Common Stock	09/12/2025		F		7(2)	D	$58.2	28,241(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 12,941 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Michael Coetzee	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 Michael Coetzee report on Form 4 for PHIN on 09/12/2025?

He acquired 81 shares via dividend reinvestment of restricted stock and had 7 shares withheld to satisfy tax withholding upon vesting.

How many PHIN shares does Michael Coetzee beneficially own after the reported transactions?

The filing reports 28,241 shares beneficially owned following the transactions (28,248 before withholding).

Why were 7 PHIN shares disposed of in the Form 4?

The 7 shares were automatically withheld to satisfy tax withholding requirements upon vesting of restricted stock.

Does the Form 4 indicate any open-market purchases or sales by the reporting person?

No. The transactions reflect restricted stock dividend reinvestment and tax withholding, not open-market trades.

Who signed the Form 4 and when was it signed?

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