PHIN Insider Report: 68 Shares Reinvested, Tax Withholding Reduces Holdings

Rhea-AI Filing Summary

Insider Form 4 for PHINIA Inc. (PHIN) reports transactions by Christopher Gustanski, VP, Operational Excellence. On 09/12/2025 he received 68 shares of restricted common stock via automatic dividend reinvestment and had 5 shares withheld to satisfy tax withholding upon vesting at an indicated price of $58.20 per share. After these transactions he beneficially owns 19,088 shares, which include 10,961 shares of restricted stock. The filing is signed by an attorney-in-fact on 09/16/2025. No options, warrants, or other derivative transactions are reported.

Positive

• Transparent disclosure of restricted stock reinvestment and tax withholding
• Includes specific ownership breakdown, noting 10,961 restricted shares within total holdings

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider share changes from dividend reinvestment and tax withholding; not materially dilutive.

The Form 4 documents routine, non-discretionary events: automatic reinvestment of dividends producing 68 additional restricted shares and mandatory withholding of 5 shares to cover taxes at $58.20 per share. The net effect is a modest increase in restricted equity position, with total beneficial ownership of 19,088 shares including 10,961 restricted shares. These are administrative equity movements tied to existing awards rather than open-market purchases or sales, so there is limited new information about insider sentiment or corporate events.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; shows vesting and dividend reinvestment mechanics for awarded restricted stock.

The filing clearly attributes the 68-share increase to automatic dividend reinvestment on restricted awards and the 5-share disposition to mandatory tax withholding at vesting. The disclosure of 10,961 restricted shares within the total beneficial ownership provides useful granularity on the insider's unvested/subject-to-restriction holdings. There are no indications of planned 10b5-1 activity, open-market trades, or derivative exercises. From a governance perspective, this is standard post-vesting reporting and raises no immediate concerns.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gustanski Christopher

Role VP, Operational Excellence

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	68	$0.00	--
Tax Withholding	Common Stock	5	$58.20	$291.00

Holdings After Transaction: Common Stock — 19,093 shares (Direct)

Footnotes (1)

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. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 10,961 shares of restricted stock.

Form 4 Insider Transactions: What Each Field Means →

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^*

Gustanski Christopher

(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, Operational Excellence

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		68(1)	A	$0	19,093	D
Common Stock	09/12/2025		F		5(2)	D	$58.2	19,088(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 10,961 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Christopher Gustanski	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 Christopher Gustanski report on the PHIN Form 4?

He reported receipt of 68 restricted shares via dividend reinvestment and 5 shares withheld to satisfy tax withholding upon vesting at a price of $58.20.

How many PHIN shares does the reporting person beneficially own after the transactions?

Following the reported transactions he beneficially owns 19,088 shares, which include 10,961 restricted shares.

Were any derivative securities (options, warrants) reported in this Form 4 for PHIN?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.

What caused the 68-share increase reported on the Form 4?

The 68-share increase reflects automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, per the filing explanations.

Why were 5 shares disposed of according to the filing?

Those 5 shares were automatically and mandatorily withheld to satisfy tax withholding requirements upon vesting of restricted stock.