[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filed for Todd L. Anderson, VP and Chief Technology Officer of Phinia Inc. (PHIN). The filing shows two transactions on 09/12/2025 affecting common stock. Mr. Anderson received 78 shares of restricted stock through automatic dividend reinvestment at $0 (code A), bringing his total beneficial ownership to 30,810 shares. Separately, 8 shares were disposed (code F) at $58.20 per share, leaving 30,802 shares reported after the transactions. The filing notes 12,456 of those shares are restricted stock and that 8 shares were withheld to satisfy tax obligations on vesting.

Positive

• Dividend reinvestment increased ownership by 78 restricted shares, showing continued participation in company equity programs
• Clear disclosure of tax-withholding on vesting and the number of restricted shares (12,456) improves transparency

Negative

• 8 shares disposed at $58.20 to satisfy tax withholding, which reduces immediately available shares
• Form 4 provides limited context — does not state total outstanding shares or proportion of insider ownership for materiality assessment

Insights

Corporate Governance Expert

TL;DR: Routine insider activity: dividend reinvestment and tax-withholding on vesting, not a broad change in ownership.

The report documents non-discretionary retention and withholding around restricted stock awards. The 78-share dividend reinvestment increases reported holdings modestly while the 8-share disposition reflects mandatory tax withholding on vesting, not an open-market sale. No new equity grants, plan changes, or large disposals are shown. For governance review, this appears consistent with standard award administration and officer compensation mechanics.

Securities Analyst

TL;DR: Transactions are small and administrative; unlikely to materially affect investor valuation.

The data shows a net increase of 6 reported shares (30,810 to 30,802 due to disposition) once both transactions are considered, and total holdings include 12,456 restricted shares. The disposition price of $58.20 is disclosed for the 8-share tax-withholding event, which is an internal settlement rather than a market sale. From a market-impact perspective, the size of these movements is negligible relative to typical public float sizes.

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
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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^*

Anderson Todd L

(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 Chief Tech. Officer

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		78(1)	A	$0	30,810	D
Common Stock	09/12/2025		F		8(2)	D	$58.2	30,802(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 12,456 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Todd L. Anderson	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 PHIN insider Todd L. Anderson report on Form 4?

The report shows a 78-share acquisition via dividend reinvestment at $0 and an 8-share disposition at $58.20 on 09/12/2025.

How many shares does Todd L. Anderson beneficially own after these transactions?

The filing reports 30,802 shares beneficially owned following the reported transactions.

How many restricted shares does the filing disclose for the reporting person?

The filing states that 12,456 shares are restricted stock included in the reported ownership.

Why were 8 shares disposed of according to the Form 4?

The 8 shares were automatically withheld to satisfy tax withholding upon vesting of restricted stock, per the filing explanation.

Were these transactions open-market sales or administrative actions?

The filing indicates the 78-share event was a dividend reinvestment and the 8-share event was mandatory withholding; neither is reported as an open-market discretionary sale.