[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA Inc. director Robin Kendrick reported changes in beneficial ownership on a Form 4. Mr. Kendrick disposed of 16,556 shares of PHIN common stock on 09/12/2025 and, after that transaction, is shown to beneficially own 15,794 shares indirectly through a trust. Separately, Kendrick acquired 4,680 deferred restricted stock units (DRSUs) on the same date; each DRSU is economically equivalent to one share and will vest on the one‑year anniversary of the grant and settle into common stock upon termination of board service under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. The DRSUs include additional units from automatic dividend reinvestment as specified in the filing.

Positive

• Acquisition of 4,680 DRSUs that vest after one year, aligning director compensation with future service and shareholder value
• Continued indirect ownership of 15,794 shares via trust, indicating retained economic interest in PHIN common stock

Negative

• Disposition of 16,556 shares on 09/12/2025, representing a notable insider sale reported on Form 4

Insights

Corporate Governance Expert

Director sale plus deferred stock grant suggests routine portfolio rebalancing and compensation structuring, not necessarily a governance red flag.

The Form 4 shows a sizeable sale of 16,556 shares alongside receipt of 4,680 DRSUs that vest after one year and convert to common stock upon board exit. This pattern is consistent with directors monetizing existing holdings while receiving deferred, service‑linked compensation. The indirect ownership via trust (15,794 shares) indicates continued aligned economic interest. There is no indication in the filing of Rule 10b5‑1 plan usage or extraordinary related‑party transactions. Impact to investors appears limited absent additional context.

Securities Analyst

Transaction is notable in size but appears routine; market impact likely minimal without larger share‑count context.

The disposal of 16,556 shares is a material number on a Form 4 but the filing provides no company‑level market capitalization or timing rationale. The acquisition of 4,680 DRSUs is compensation‑related and subject to vesting and dividend reinvestment mechanics, which preserve alignment between director incentives and long‑term shareholder value. From a disclosure standpoint, the Form 4 is complete and explains the nature of indirect ownership and dividend reinvestment. Rating reflects routine insider activity rather than a clear positive or negative signal for valuation.

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^*

Kendrick Robin

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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								16,556	D
Common Stock								15,794	I	By Trust

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
Deferred Restricted Stock Units	(1)	09/12/2025		A		22(2)		(1)	(1)	Common Stock	22	$0	4,680	D

Explanation of Responses:

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date. These DRSUs will settle into an equal number of shares of the issuer's Common Stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

2. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Robin Kendrick	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 did PHIN (PHIN) director Robin Kendrick report on Form 4?

The filing shows a sale of 16,556 shares on 09/12/2025, indirect beneficial ownership of 15,794 shares via trust, and receipt of 4,680 DRSUs.

What are the Deferred Restricted Stock Units (DRSUs) granted to the director?

Each DRSU equals one share economically, vests on the one‑year anniversary of the grant, and will settle into common stock upon termination of board service per the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Did the Form 4 indicate a 10b5‑1 trading plan or other execution plan?

No. The filing does not check or reference a Rule 10b5‑1 plan; no contract or instruction plan is indicated in the reported form.

How many shares does the director beneficially own after the transaction?

The filing reports 15,794 shares beneficially owned following the reported transaction, held indirectly through a trust.

Do the DRSUs include dividend reinvestment?

Yes. The DRSU amount 4,680 reflects automatic reinvestment of dividend equivalents on outstanding DRSUs held on the dividend record date, per the filing.