[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Neil Fryer, listed as an officer (VP and GM Global Aftermarket) of Phinia Inc. (PHIN), reported transactions on 09/12/2025. The filing shows an acquisition of 82 shares of common stock at no cost resulting from automatic reinvestment of dividend equivalents tied to outstanding restricted stock units. The filing also records mandatory share withholdings of 139 and 11 shares to satisfy tax obligations on vesting restricted stock units, with withholding prices shown as $58.48 and $58.20. After these transactions the report shows 19,810 shares beneficially owned directly, which the filer states includes 13,057 restricted stock units. The form is signed by an attorney-in-fact on behalf of Mr. Fryer and reflects only the mechanics of RSU vesting, dividend reinvestment, and tax withholding.

Positive

• Clear disclosure of insider transactions and relationship to the issuer (officer: VP and GM Global Aftermarket).
• Acquisition of 82 shares via dividend-equivalent reinvestment on RSUs, indicating automatic reinvestment rather than open-market purchase.
• Beneficial ownership disclosed as 19,810 shares, with identification that this includes 13,057 restricted stock units.

Negative

• None.

Insights

Financial Analyst

TL;DR Insider reported RSU vesting with dividend reinvestment and tax-withholding dispositions; no open-market selling disclosed.

The filing documents routine equity-compensation activity rather than voluntary market sales. The 82-share acquisition arose from dividend-equivalent reinvestment on RSUs, while 150 shares were withheld across two actions to cover taxes at reported prices of $58.48 and $58.20. Reported total direct beneficial ownership is 19,810 shares, including 13,057 RSUs. These transactions are administrative and do not indicate a change in investment stance; they modestly alter outstanding share count held by the insider but are not material to company capitalization based on the data provided.

Corporate Governance Expert

TL;DR Disclosure is consistent with standard Section 16 reporting for RSU vesting and tax withholding.

The Form 4 clearly identifies the reporting person and the nature of each transaction: dividend-equivalent reinvestment triggering 82 shares issuance, and two mandatory withholding events (139 and 11 shares) to satisfy tax obligations on RSU vesting. The filing includes a remark that 13,057 restricted stock units are part of the reported beneficial ownership. The signature by an attorney-in-fact is provided. From a governance and compliance perspective, the report meets the actionable disclosure requirements and contains no unexplained sales or transfers beyond tax withholding.

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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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^*

Fryer Neil

(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 GM Global Aftermarket

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		82(1)	A	$0	19,960	D
Common Stock	09/12/2025		F		139(2)	D	$58.48	19,821	D
Common Stock	09/12/2025		F		11(3)	D	$58.2	19,810(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 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. Additional shares withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.

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

4. Includes 13,057 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Neil Fryer	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 Neil Fryer report on PHIN's Form 4 (PHIN)?

The filing reports on 09/12/2025 the acquisition of 82 shares from dividend-equivalent reinvestment on RSUs and withholding of 139 and 11 shares to satisfy taxes upon RSU vesting.

How many shares does the insider beneficially own after the transactions?

The Form 4 shows 19,810 shares beneficially owned directly following the reported transactions.

How many restricted stock units are included in the reported beneficial ownership?

The filing states that the beneficial ownership includes 13,057 restricted stock units.

Were any open-market sales reported by the insider on this Form 4 for PHIN?

No open-market sales are reported; the disposals shown are mandatory withholdings to satisfy tax obligations upon RSU vesting.

What prices are shown for the withheld shares?

The withheld shares are reported at prices of $58.48 (139 shares) and $58.20 (11 shares).