[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA Inc. insider Christopher Gustanski reported a transaction on 08/29/2025. The filing shows 1,021 shares of Common Stock were disposed of at a price of $58.48 per share; the filing code indicates these shares were withheld to satisfy tax withholding upon the vesting of restricted stock. After the reported disposition, Gustanski beneficially owns 19,025 shares in total, which the filer states includes 10,910 shares of restricted stock. The reporting person is identified as a director and VP, Operational Excellence. The form is signed by an attorney-in-fact on behalf of Gustanski on 09/03/2025.

Insights

Financial Analyst

TL;DR: Insider sale was a tax-withholding disposition on vested restricted shares; impact appears routine and non-material.

The transaction is recorded as a disposition of 1,021 shares at $58.48 per share, described in the explanation as automatic withholding to satisfy taxes on vesting restricted stock. Such withholdings are common and typically administrative rather than voluntary sales. The report shows 19,025 shares beneficially owned following the transaction, with 10,910 of those still subject to restrictions, which retains substantial insider alignment with shareholders. No additional derivative or compensatory arrangements beyond the restricted stock vesting are disclosed in this filing.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 filing norms; transaction appears procedural and properly reported.

The Form 4 documents a mandatory withholding event tied to restricted stock vesting, not an open-market sale, and includes required details: transaction date, price, post-transaction beneficial ownership, and an explaining remark. The filing identifies the reporting person roles and includes an attorney-in-fact signature dated 09/03/2025. From a governance perspective, the form provides the expected transparency on insider holdings and compensation-related dispositions without revealing additional governance concerns or material changes to control.

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^*

Gustanski Christopher

(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, Operational Excellence

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		1,021(1)	D	$58.48	19,025(2)	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. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

2. Includes 10,910 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Christopher Gustanski	09/03/2025
	** 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 insider Christopher Gustanski report on Form 4 (PHIN)?

The Form 4 reports a disposition of 1,021 shares on 08/29/2025 at $58.48 per share, recorded as tax withholding upon restricted stock vesting.

How many PHIN shares does Christopher Gustanski beneficially own after the transaction?

After the reported disposition, Gustanski beneficially owns 19,025 shares, which the filing states includes 10,910 restricted shares.

What was the reason for the disposition reported on the PHIN Form 4?

The filing explains the 1,021 shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon vesting of restricted stock.

What roles does the reporting person hold at PHINIA Inc.?

The Form 4 identifies Christopher Gustanski as a Director and VP, Operational Excellence of PHINIA Inc.

When was the Form 4 signed and by whom?

The form is signed by Kelly A. Albin as attorney-in-fact for Christopher Gustanski on 09/03/2025.