[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Chris P. Gropp, Vice President and CFO of PHINIA INC. (PHIN), reported transactions on 09/12/2025 involving the issuer's common stock. The filing shows an automatic acquisition of 234 shares of restricted stock via dividend reinvestment at no cash cost, increasing his direct beneficial ownership to 61,280 shares. The report also records an acquisition of 13 shares credited indirectly (noting inclusion of 2,926 restricted shares for which he disclaims beneficial ownership). Separately, 31 shares were withheld to satisfy tax withholding upon vesting at a price of $58.20, leaving 61,249 direct shares reported after that disposition. All transactions are described as automatic dividend reinvestment or mandatory tax withholding under award terms.

Positive

• Increased direct holdings by 234 shares via automatic dividend reinvestment, reflecting use of award plan provisions
• Transactions are plan-driven and routine, indicating no discretionary insider selling reported on this Form 4

Negative

• 31 shares withheld to satisfy tax withholding at $58.20, resulting in a small disposition from reported direct holdings

Insights

Financial Analyst

TL;DR: Small automatic stock reinvestment and mandatory tax-withholding adjusted the CFO's direct and indirect holdings without cash purchases.

The Form 4 discloses routine, non-discretionary transactions tied to restricted stock awards: dividend reinvestment yielded 234 additional shares credited directly, and 13 shares credited indirectly through spouse-related holdings. The mandatory withholding of 31 shares at $58.20 reflects tax-related disposition on vesting. These moves are administrative in nature and do not indicate discretionary trading or a material change in ownership percentage based on the reported share counts.

Corporate Governance Expert

TL;DR: Transactions are consistent with award plan mechanics and standard insider reporting; no governance concerns apparent.

The filing documents automatic plan-driven events: dividend reinvestment into restricted shares and share withholding for tax obligations upon vesting. The report includes a disclaimer regarding beneficial ownership of certain restricted shares (2,926 shares), which is common where spousal or restricted-holdings rules apply. No voluntary sales or atypical transfers are disclosed that would raise governance flags.

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)
	Vice President and CFO

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		234(1)	A	$0	61,280	D
Common Stock	09/12/2025		A		13(1)	A	$0	3,903(2)	I	By spouse
Common Stock	09/12/2025		F		31(3)	D	$58.2	61,249(4)	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. Includes 2,926 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.

3. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

4. Includes 35,583 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Chris P. Gropp	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 Chris P. Gropp report on Form 4 (09/12/2025)?

He reported an automatic acquisition of 234 shares via dividend reinvestment, an indirect credit of 13 shares (spouse-related), and 31 shares withheld for taxes at $58.20.

How many PHIN shares does Chris P. Gropp report owning after these transactions?

The filing shows 61,249 direct shares reported following the tax-withholding disposition and notes 3,903 indirect shares including restricted holdings.

Were any cash purchases or open-market sales reported by the insider?

No. The acquisitions were automatic dividend reinvestments reported at <$0> cost and the disposition was mandatory tax withholding; no voluntary open-market purchases or sales are indicated.

Why were shares withheld in this Form 4?

The filing states that 31 shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon vesting of restricted stock.

Does the reporting person assert beneficial ownership of all restricted shares?

No. The filer disclaims beneficial ownership of certain securities, specifically noting 2,926 shares of restricted stock that he disclaims beneficial ownership of in this filing.