PHINIA (PHIN) SVP Logar reports tax-withholding share disposition

Rhea-AI Filing Summary

PHINIA INC. Senior Vice President and CIO Matthew Logar reported a tax-related share disposition connected to vesting restricted stock. On the transaction date, 848 shares of common stock were automatically withheld at $72.63 per share to cover tax obligations, rather than sold on the open market. After this withholding, Logar directly held 19,444 common shares, including 11,934 shares of restricted stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Logar Matthew

Role SVP and CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	848	$72.63	$62K

Holdings After Transaction: Common Stock — 19,444 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 11,934 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^*

Logar Matthew

(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)
	SVP and CIO

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		848(1)	D	$72.63	19,444(2)	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. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

2. Includes 11,934 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Matthew Logar	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.

FAQ

What insider transaction did PHIN (PHINIA INC.) report for Matthew Logar?

PHINIA INC. reported that SVP and CIO Matthew Logar had 848 common shares automatically withheld to satisfy tax obligations upon restricted stock vesting. This was a tax-withholding disposition, not an open-market sale, and it adjusted his post-vesting share count.

How many PHINIA shares were withheld for taxes in Matthew Logar’s Form 4?

The filing shows 848 PHINIA INC. common shares were automatically withheld to cover tax withholding on vested restricted stock. The withholding price was $72.63 per share, reflecting a non-discretionary adjustment tied to equity compensation rather than a voluntary market transaction.

What is Matthew Logar’s PHIN share ownership after the reported transaction?

After the tax-withholding disposition, Matthew Logar directly held 19,444 PHINIA INC. common shares. This total includes 11,934 shares of restricted stock, as noted in the footnotes, indicating a significant portion of his holdings remains subject to vesting conditions or transfer restrictions.

Was the PHINIA Form 4 transaction an open-market sale of shares?

No, the PHINIA INC. Form 4 describes an automatic tax-withholding disposition, not an open-market sale. Shares were mandatorily withheld upon restricted stock vesting to satisfy tax requirements, meaning the transaction was administrative and linked to equity compensation rather than a discretionary trading decision.

What does the tax-withholding disposition code F mean in PHIN’s insider filing?

Code F in the PHINIA INC. Form 4 indicates shares were used to pay taxes or exercise costs related to equity awards. In this case, 848 shares of common stock were automatically withheld when restricted stock vested, satisfying tax withholding obligations without a direct market sale.