[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Pedro Rui Neto de Abreu, Vice President and Chief Strategy Officer of PHINIA INC. (PHIN), reported changes in beneficial ownership on 09/12/2025. The filing shows an automatic acquisition of 72 shares of common stock at $0 through dividend reinvestment (10 restricted shares and 62 restricted stock units). Concurrently, 9 shares were mandatorily withheld to satisfy tax withholding upon RSU vesting at a price of $58.20 per share. After these transactions, Mr. Neto de Abreu beneficially owned 19,047 shares (reported as direct ownership), which includes 2,113 restricted shares and 9,437 restricted stock units. The form was signed by an attorney-in-fact on 09/16/2025.

Positive

• Dividend reinvestment increased ownership by 72 shares, demonstrating continued accumulation under award terms
• Substantial beneficial ownership retained (19,047 shares), including restricted stock and RSUs aligning officer incentives with shareholders

Negative

• Mandatory tax withholding reduced outstanding shares by 9, reflecting dilution/compensation tax mechanics

Insights

Corporate Governance Expert

TL;DR: Routine insider activity reflecting dividend reinvestment and standard tax-withholding on vested equity.

The filing documents routine equity mechanics rather than discretionary trading: automatic dividend reinvestment added 72 shares while 9 shares were withheld for taxes upon RSU vesting. Ownership remains concentrated with the reporting officer holding 19,047 shares, including substantial restricted stock and RSUs, which aligns incentives with long-term shareholder value. No sales beyond mandatory withholding are disclosed.

Equity Compensation Analyst

TL;DR: Transactions are compensation-related adjustments, not open-market trades.

The acquisition via dividend equivalents and the mandatory share withholding are standard actions under equity award terms. The $0 acquisition price for reinvested dividend shares indicates in-kind issuance rather than cash purchase. The $58.20 per-share withholding price reflects the tax withholding value on vesting. The report includes precise restricted stock and RSU counts, useful for modeling future dilution and vesting schedules.

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^*

Neto de Abreu Pedro Rui

(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 Strategy 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		72(1)	A	$0	19,047	D
Common Stock	09/12/2025		F		9(2)	D	$58.2	19,038(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 10 shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date and 62 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 units.

3. Includes 2,113 shares of restricted stock and 9,437 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Pedro Rui Neto de Abreu	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

Who filed the Form 4 for PHIN (PHIN)?

Pedro Rui Neto de Abreu, VP and Chief Strategy Officer, filed the Form 4 (signed by attorney-in-fact Kelly A. Albin).

What transactions are reported on the 09/12/2025 Form 4 for PHIN?

Acquisition of 72 shares via dividend reinvestment at $0 and 9 shares withheld to satisfy tax withholding on RSU vesting at $58.20 per share.

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

The reporting person beneficially owned 19,047 shares following the reported transactions.

How many restricted shares and RSUs are included in the reported ownership?

The filing states 2,113 restricted shares and 9,437 restricted stock units are included in the beneficial ownership total.

When was the Form 4 signed?

The signature on the filing by the attorney-in-fact is dated 09/16/2025.