[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Brady D. Ericson, President and CEO and a director of Phinia Inc. (PHIN), reported transactions dated 09/12/2025. On that date he acquired 1,312 shares of common stock at no cash cost arising from automatic reinvestment of dividends: 1,062 restricted shares and 250 restricted stock units. The report also shows 143 shares were automatically withheld and disposed of at $58.20 per share to satisfy tax withholding upon vesting. Following these transactions the filing reports beneficial ownership of 408,756 shares held directly.

The Form 4 was filed by one reporting person and signed by an attorney-in-fact, Kelly A. Albin, on 09/16/2025. The filing notes that the total holdings include 159,312 restricted stock and 54,177 restricted stock units.

Positive

• Automatic reinvestment of dividends converted into 1,062 restricted shares and 250 restricted stock units, increasing equity alignment with the company
• Detailed disclosure of restricted stock and RSU composition: 159,312 restricted shares and 54,177 RSUs included in holdings
• Post-transaction beneficial ownership clearly reported as 408,756 shares, providing transparency under Section 16 filing rules

Negative

• 143 shares were disposed of at $58.20 to satisfy tax withholding upon vesting, which reduced the reported direct share count

Insights

Financial Analyst

TL;DR Insider received shares via dividend reinvestment and had a small withholding sale for taxes; overall filing is routine and non-material to operations.

The reported activity shows an automatic, non-cash increase of 1,312 shares due to dividend reinvestment into restricted stock and RSUs, and a concurrent mandatory withholding disposition of 143 shares at $58.20 to satisfy taxes. The filing confirms substantial insider holdings with 408,756 shares reported post-transaction and detailed counts of restricted stock and RSUs. For investors this represents routine compensation and tax-related mechanics rather than an open-market purchase or sale that would signal a change in insider sentiment.

Corporate Governance Expert

TL;DR The Form 4 documents standard equity award mechanics and tax withholding; governance disclosures appear complete and timely.

The form identifies Mr. Ericson as both President and CEO and a director, and discloses dividend reinvestment into restricted awards and mandatory share withholding for tax obligations. The filing was executed by an attorney-in-fact and includes explanatory footnotes specifying the composition of restricted stock and RSUs. From a governance perspective, disclosures meet Section 16 requirements and provide clear breakdowns of award-derived share changes and post-transaction beneficial ownership.

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^*

Ericson Brady D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		1,312(1)	A	$0	408,899	D
Common Stock	09/12/2025		F		143(2)	D	$58.2	408,756(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 1,062 shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date and 250 shares of restricted stock units acquired following the automatic reinvestment of dividend equivalents on outstanding restricted stock units 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 159,312 shares of restricted stock and 54,177 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Brady D. Ericson	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 Brady D. Ericson report on Form 4 for PHIN?

The filing reports acquisition of 1,312 common shares via dividend reinvestment and a mandatory disposition of 143 shares withheld for taxes at $58.20 per share on 09/12/2025.

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

The Form 4 reports 408,756 shares of common stock beneficially owned following the transactions.

Why were 143 shares sold according to the Form 4?

The filing states those 143 shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon vesting of restricted stock.

Does the filing indicate the reporting person's roles at Phinia Inc.?

Yes. The report identifies Brady D. Ericson as both a Director and the company's President and CEO.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by attorney-in-fact Kelly A. Albin on 09/16/2025, and the earliest transaction date reported is 09/12/2025.