PHINIA director adds 26 units, 42 dividend shares

PHINIA director Rohan Weerasinghe received additional DRSUs and dividend-reinvestment common shares, increasing his equity-based stake in the company.

Rhea-AI Filing Summary

PHINIA INC. (PHIN) reported that director Rohan Weerasinghe acquired equity-based awards on September 18, 2026. He received 26 Deferred Restricted Stock Units (DRSUs), representing automatic reinvestment of dividends on outstanding DRSUs, and 42 shares of Common Stock from dividend reinvestment.

After these awards, he directly holds 5,260 DRSUs (including 8,625 DRSUs that have vested and will settle upon termination of board service) and 31,311 shares of Common Stock, plus 12 additional shares held indirectly through a managed account. Each DRSU is economically equivalent to one share of PHINIA common stock and will vest on May 22, 2027, then settle in shares upon termination of board service under the company’s director compensation programs. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Grant/Award: 68 shares

Grant/Award 3 txns

Insider Weerasinghe Rohan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Restricted Stock Units F3, F1	26	$0.00	$0.00
Grant/Award	Common Stock F1, F2	42	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Restricted Stock Units — 5,260 contracts (Direct); Common Stock — 31,311 shares (Direct); Common Stock — 12 shares (Indirect, By Managed Account)

Footnotes (3)

1. F1. Represents shares of deferred restricted stock units ("DRSUs") acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such awards.
2. F2. Includes 8,625 DRSUs that have vested and will settle upon the reporting person's termination of board service.
3. F3. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. 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.

Key Figures

DRSUs acquired: 26 units Common shares acquired: 42 shares DRSUs held after transaction: 5,260 units +3 more

6 metrics

DRSUs acquired 26 units Deferred Restricted Stock Units acquired on September 18, 2026 via dividend reinvestment

Common shares acquired 42 shares Common Stock acquired on September 18, 2026 via dividend reinvestment

DRSUs held after transaction 5,260 units Total Deferred Restricted Stock Units directly held after the reported awards

Vested DRSUs included 8,625 units DRSUs that have vested and will settle upon termination of board service

Direct common shares after transaction 31,311 shares Total directly held PHINIA common stock following the September 18, 2026 grants

Indirectly held common shares 12 shares Common Stock held indirectly through a managed account

Key Terms

Deferred Restricted Stock Units, dividend equivalents, Director Deferred Compensation Program, 2023 Stock Incentive Plan

4 terms

Deferred Restricted Stock Units financial

"Represents shares of deferred restricted stock units ("DRSUs") acquired following"

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

dividend equivalents financial

"including any additional DRSUs acquired as a result of dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Director Deferred Compensation Program financial

"upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program"

A director deferred compensation program is an arrangement that lets a company delay paying part of a board member’s fees or bonuses until a future date, often at retirement or after leaving the board. It matters to investors because it affects a company’s long‑term cash commitments and executive incentives—like a timed savings plan that can align directors’ decisions with the company’s future performance while creating future liabilities on the balance sheet.

2023 Stock Incentive Plan financial

"pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did PHIN director Rohan Weerasinghe receive on September 18, 2026?

He received 26 Deferred Restricted Stock Units (DRSUs) and 42 shares of PHINIA Inc. common stock, both arising from the automatic reinvestment of dividends on outstanding DRSUs and shares held on the dividend record date.

How many PHINIA (PHIN) DRSUs does Rohan Weerasinghe hold after this Form 4?

Following the reported transactions, he holds 5,260 Deferred Restricted Stock Units (DRSUs). This amount includes 8,625 DRSUs that have vested and will settle upon his termination of board service, as described in the filing.

What is Rohan Weerasinghe’s total PHINIA (PHIN) common stock holding after the transactions?

He directly owns 31,311 shares of PHINIA common stock after the September 18, 2026 awards and also has 12 shares held indirectly through a managed account, as reported in the Form 4.

How do PHINIA (PHIN) DRSUs work for director Rohan Weerasinghe?

Each DRSU is economically equivalent to one share of PHINIA common stock and will vest on May 22, 2027. All DRSUs, including those from dividend equivalents that have vested, will settle into an equal number of shares upon his termination of board service.

Were Rohan Weerasinghe’s PHINIA (PHIN) transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions; the document-level checkbox for such a plan is not marked as true.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 05:47 PM Accepted by SEC EDGAR 09/21/2026 - 05:47 PM Learn about SEC filing dates

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^*

Weerasinghe Rohan

(Last) (First) (Middle)

3000 UNIVERSITY DRIVE

(Street)

AUBURN HILLS MICHIGAN 48326

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/18/2026		A		42(1)	A	$0	31,311(2)	D
Common Stock								12	I	By Managed Account

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	(3)	09/18/2026		A		26(1)		(3)	(3)	Common Stock	26	$0	5,260	D

Explanation of Responses:

1. Represents shares of deferred restricted stock units ("DRSUs") acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such awards.

2. Includes 8,625 DRSUs that have vested and will settle upon the reporting person's termination of board service.

3. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. 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.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.

	/s/ Kathleen Cindric as attorney-in-fact for Rohan Weerasinghe	09/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)