PHINIA Inc. (PHIN) CEO reports Form 4 tax-withholding share event

Rhea-AI Filing Summary

PHINIA Inc. (PHIN) President and CEO, who also serves as a director, reported an automatic share withholding tied to equity compensation. On 12/31/2025, 23,732 shares of common stock were disposed of at $62.69 per share in a transaction coded “F,” meaning the shares were withheld to cover taxes due when restricted stock units vested, rather than sold in an open-market trade.

After this tax-withholding event, the reporting person beneficially owned 381,019 shares of PHINIA common stock, which includes 160,054 shares of restricted stock. The filing indicates it was made by one reporting person and notes the use of an attorney-in-fact signature authority.

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

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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^*

Ericson Brady D

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		23,732(1)	D	$62.69	381,019(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 units.

2. Includes 160,054 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Brady D. Ericson	01/02/2026
	** 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.

FAQ

What insider transaction did PHINIA Inc. (PHIN) report in this Form 4?

The Form 4 reports that on 12/31/2025, the PHINIA Inc. President and CEO, who is also a director, had 23,732 shares of common stock disposed of in a transaction coded “F,” reflecting shares withheld to satisfy tax obligations on vested restricted stock units.

Was the PHINIA (PHIN) Form 4 transaction an open-market sale?

No. The transaction is coded “F,” and the explanation states the 23,732 shares were automatically and mandatorily withheld to meet tax withholding requirements when restricted stock units vested, not sold on the open market.

How many PHINIA Inc. (PHIN) shares does the insider own after the reported transaction?

Following the reported tax-withholding transaction, the insider beneficially owned 381,019 shares of PHINIA common stock, which the filing notes includes 160,054 shares of restricted stock.

What is the reported price for the PHINIA (PHIN) tax-withholding shares?

The 23,732 shares withheld to cover taxes were reported at a price of $62.69 per share in the Form 4.

What role does the reporting person hold at PHINIA Inc. (PHIN)?

The reporting person is identified as both a Director and an Officer, serving as President and CEO of PHINIA Inc.

Does the PHINIA (PHIN) Form 4 involve derivative securities like options or warrants?

The section for derivative securities is included in the form layout, but in this filing the detailed activity relates to common stock withheld for taxes on vested restricted stock units, as explained in the responses section.