PHINIA CFO reports tax-withholding share disposals

Rhea-AI Filing Summary

PHINIA INC. Senior Vice President and CFO Chris P. Gropp reported tax-related share dispositions tied to restricted stock vesting. On February 27, 2026, 3,306 shares of common stock were automatically withheld at $72.63 per share to satisfy tax withholding upon vesting, leaving 63,767 shares held directly, including 30,053 shares of restricted stock.

On the same date, 612 shares of common stock held indirectly by Mr. Gropp’s spouse were also automatically withheld at $72.63 per share for tax purposes, with 3,958 shares remaining indirectly held, including 1,791 shares of restricted stock. Mr. Gropp disclaims beneficial ownership of the spouse-held securities, noting that this report does not constitute an admission of beneficial ownership for any purpose.

Insider Trade Summary

Net Seller: 3,918 shares

Net Sell 2 txns

Insider Gropp Chris P

Role Senior Vice President and CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,306	$72.63	$240K
Exercise Price or Tax Liability	Common Stock	612	$72.63	$44K

Holdings After Transaction: Common Stock — 63,767 shares (Direct); Common Stock — 3,958 shares (Indirect, By spouse)

Footnotes (3)

1. F1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.
2. F2. Includes 30,053 shares of restricted stock.
3. F3. Includes 1,791 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

FAQ

What insider transaction did PHINIA (PHIN) executive Chris P. Gropp report?

Chris P. Gropp reported automatic share dispositions to cover tax withholding on vesting restricted stock. The transactions were coded as tax-withholding events, not open-market sales, and involved both directly held shares and shares held indirectly through his spouse.

How many PHINIA (PHIN) shares were withheld for Chris P. Gropp’s direct tax obligations?

A total of 3,306 PHINIA common shares were automatically withheld from Chris P. Gropp’s directly held stock at $72.63 per share. These shares satisfied tax withholding triggered by the vesting of restricted stock awards granted as part of his compensation.

What happened to the PHINIA (PHIN) shares held indirectly through Chris P. Gropp’s spouse?

For shares held indirectly through his spouse, 612 PHINIA common shares were automatically withheld at $72.63 per share for tax purposes. The filing notes these dispositions were also to satisfy tax withholding obligations arising from restricted stock vesting.

How many PHINIA (PHIN) shares does Chris P. Gropp hold after these transactions?

After the transactions, Chris P. Gropp directly held 63,767 PHINIA shares, including 30,053 shares of restricted stock. Indirectly, through his spouse, 3,958 shares remained, including 1,791 restricted shares referenced in the footnotes to the insider report.

Does Chris P. Gropp claim beneficial ownership of PHINIA (PHIN) shares held by his spouse?

No. The filing explicitly states that Chris P. Gropp disclaims beneficial ownership of the PHINIA shares held by his spouse. It further notes the report should not be deemed an admission of beneficial ownership for Section 16 or any other legal purpose.

Were these PHINIA (PHIN) insider transactions open-market sales or tax withholdings?

These transactions were tax withholdings, not open-market sales. The Form 4 uses transaction code “F” and describes each as a payment of tax liability by delivering securities automatically withheld upon the vesting of restricted stock awards.

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Accepted by SEC EDGAR 03/03/2026 - 04:31 PM Learn about SEC filing dates

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^*

Gropp Chris P

(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)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		3,306(1)	D	$72.63	63,767(2)	D
Common Stock	02/27/2026		F		612(1)	D	$72.63	3,958(3)	I	By spouse

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 30,053 shares of restricted stock.

3. Includes 1,791 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Chris P. Gropp	03/03/2026
	** 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.