PHINIA (NYSE: PHIN) VP sees shares withheld to cover tax bill

Rhea-AI Filing Summary

PHINIA INC. executive Christopher Gustanski, VP of Operational Excellence, reported a tax-related share disposition. On this event, 1,654 shares of common stock were automatically withheld at $72.63 per share to satisfy tax obligations when restricted stock vested. After this withholding, he directly holds 18,683 common shares, which the note states includes 6,744 shares of restricted stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gustanski Christopher

Role VP, Operational Excellence

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,654	$72.63	$120K

Holdings After Transaction: Common Stock — 18,683 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 6,744 shares of restricted stock.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/27/2026

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	02/27/2026		F		1,654(1)	D	$72.63	18,683(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 6,744 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Christopher Gustanski	03/03/2026
	** 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 did PHINIA (PHIN) executive Christopher Gustanski report in this Form 4?

Christopher Gustanski reported an automatic tax-withholding disposition of PHINIA shares. When restricted stock vested, 1,654 common shares were withheld to cover tax obligations, leaving him with 18,683 directly held shares, including 6,744 restricted shares.

How many PHINIA shares were withheld for taxes from Christopher Gustanski?

A total of 1,654 PHINIA common shares were withheld to satisfy tax withholding requirements. The shares were automatically and mandatorily withheld upon vesting of restricted stock, rather than sold in an open-market transaction, according to the filing footnote.

At what price were Christopher Gustanski’s withheld PHINIA shares valued?

The withheld PHINIA shares were valued at $72.63 per share. This price applies to the 1,654 common shares automatically withheld to cover tax liabilities triggered by the vesting of restricted stock, as disclosed for the non-derivative transaction.

How many PHINIA shares does Christopher Gustanski hold after the tax withholding?

After the tax-withholding disposition, Christopher Gustanski directly holds 18,683 PHINIA common shares. A footnote clarifies this total includes 6,744 shares of restricted stock, reflecting his remaining equity position following the automatic share withholding.

Was Christopher Gustanski’s PHINIA share transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 describes it as an automatic, mandatory withholding of 1,654 common shares to satisfy tax obligations when restricted stock vested, rather than a discretionary sale on the open market.

What role does Christopher Gustanski hold at PHINIA (PHIN)?

Christopher Gustanski serves as PHINIA’s Vice President of Operational Excellence. His Form 4 filing relates to company equity compensation, showing shares automatically withheld for taxes upon restricted stock vesting while detailing his remaining direct share ownership.