[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Neil Fryer, VP and GM Global Aftermarket and director of PHINIA Inc. (PHIN), reported a disposition on 08/29/2025. The filing shows a transaction coded F disposing of 2,038 common shares at a reported price of $58.48. After the reported transaction, Fryer beneficially owned 19,878 shares in total, which the filing states includes 12,997 restricted stock units. The filing explains the 2,038 shares were automatically and mandatorily withheld to satisfy tax withholding upon RSU vesting. The Form 4 was signed by an attorney-in-fact on 09/03/2025. The document is a short, routine insider report showing vesting-related withholding and the resulting ownership position.

Positive

• Transparent disclosure of RSU withholding and resulting beneficial ownership
• Clear identification of reporting person roles (VP, GM Global Aftermarket and director)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider withholding on RSU vesting led to a small disposition; ownership remains material but unchanged in control.

The Form 4 documents an internal tax-withholding disposition of 2,038 shares at $58.48 tied to RSU vesting rather than an open-market sale decision. Post-transaction beneficial ownership is 19,878 shares, including 12,997 RSUs, which indicates a continued vested and unvested equity stake. This is a standard reporting item reflecting compensation-related share mechanics; it does not, by itself, indicate strategic buying or selling by management.

Corporate Governance Expert

TL;DR: Disclosure is timely and shows standard compensation settlement; no governance red flags in the filing.

The filing identifies Fryer as both an officer and director and discloses the mandatory withholding of shares to satisfy taxes on RSU vesting. The presence of an attorney-in-fact signature is documented, and the relationship to the issuer is clearly stated. There are no additional transfers, pledges, or unusual derivative positions reported. From a governance standpoint, this is a routine compliance disclosure consistent with equity compensation practices.

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

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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^*

Fryer Neil

(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 Global Aftermarket

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		2,038(1)	D	$58.48	19,878(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 units.

2. Includes 12,997 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Neil Fryer	09/03/2025
	** 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 did Neil Fryer report on Form 4 for PHIN (PHIN)?

The filing reports a disposition of 2,038 common shares on 08/29/2025 at $58.48, related to RSU withholding, and a post-transaction beneficial ownership of 19,878 shares.

Why were 2,038 shares disposed according to the Form 4?

The filing states the 2,038 shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.

How many restricted stock units does Neil Fryer have included in his ownership?

The Form 4 states that the beneficial ownership includes 12,997 restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 bears a signature by Kelly A. Albin as attorney-in-fact for Neil Fryer dated 09/03/2025.

What roles does the reporting person hold at PHINIA Inc.?

The filing identifies Neil Fryer as a Director and as an Officer with the title VP and GM Global Aftermarket.