PHINIA CFO sells 13,500 shares at ~$66.71

PHINIA’s CFO sold 13,500 PHIN shares and now reports 43,823 direct and 3,973 indirect shares, including restricted stock holdings.

Rhea-AI Filing Summary

PHINIA INC. (PHIN) reported that Senior Vice President and CFO Chris P. Gropp sold 13,500 shares of common stock on September 9, 2026 in open-market transactions at a weighted average price of $66.7064 per share, with trade prices ranging from $66.44 to $66.89. Following this sale, he holds 43,823 shares directly, including 14,907 shares of restricted stock, and has indirect ownership of 3,973 shares held by his spouse, which include 1,806 shares of restricted stock; he disclaims beneficial ownership of the spouse-held securities. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Seller: 13,500 shares

Net Sell 2 txns

Insider Gropp Chris P

Role Senior Vice President and CFO

Sold 13,500 shs ($901K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	13,500	$66.7064	$901K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 43,823 shares (Direct); Common Stock — 3,973 shares (Indirect, By spouse)

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.44 to $66.89, inclusive. The reporting person has provided to the issuer, and will provide to any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
2. F2. Includes 14,907 shares of restricted stock.
3. F3. Includes 1,806 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Key Figures

Shares sold: 13,500 shares Weighted average sale price: $66.7064 per share Direct holdings after sale: 43,823 shares +3 more

6 metrics

Shares sold 13,500 shares Common stock sold by CFO on September 9, 2026

Weighted average sale price $66.7064 per share Open-market sale with trades from $66.44 to $66.89

Direct holdings after sale 43,823 shares CFO’s direct PHIN common stock position post-transaction

Direct restricted stock included 14,907 shares Restricted stock included in direct holdings after sale

Indirect spouse holdings 3,973 shares PHIN shares held by spouse, reported as indirect ownership

Indirect restricted stock included 1,806 shares Restricted stock within spouse-held, indirectly reported shares

Key Terms

weighted average price, restricted stock, disclaims beneficial ownership, Section 16

4 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock financial

"Includes 14,907 shares of restricted stock."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

disclaims beneficial ownership regulatory

"The reporting person disclaims beneficial ownership of these securities"

Section 16 regulatory

"for purposes of Section 16 or for any other purpose."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

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

What insider transaction did PHINIA (PHIN) disclose for its CFO?

PHINIA disclosed that Senior Vice President and CFO Chris P. Gropp sold 13,500 shares of common stock on September 9, 2026 in open-market transactions at a weighted average price of $66.7064 per share.

What price range did the PHIN CFO’s September 9, 2026 share sale cover?

The CFO’s 13,500-share sale used a weighted average price of $66.7064 per share. The shares were sold in multiple transactions at prices ranging from $66.44 to $66.89, inclusive.

How many PHIN shares does the CFO hold directly after this Form 4 transaction?

After the reported sale, the CFO holds 43,823 shares of PHINIA common stock directly. This direct position includes 14,907 shares of restricted stock as part of his reported holdings.

What indirect PHIN shareholdings related to the CFO are reported on this Form 4?

The filing reports 3,973 PHIN shares held indirectly by the CFO’s spouse, including 1,806 shares of restricted stock. The CFO disclaims beneficial ownership of these securities for Section 16 and other purposes.

Was the PHIN CFO’s September 2026 sale made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not state that the transactions were made under a Rule 10b5-1 or other pre-arranged trading plan.

What type of security did the PHIN CFO sell in this Form 4 filing?

The transaction involved PHINIA common stock. The CFO reported selling 13,500 shares of common stock and updated his remaining direct and indirect common stock holdings accordingly.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/11/2026 - 04:16 PM Accepted by SEC EDGAR 09/11/2026 - 04:15 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^*

Gropp Chris P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President and CFO

2a. Foreign Trading Symbol

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

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	09/09/2026		S		13,500	D	$66.7064(1)	43,823(2)	D
Common Stock								3,973(3)	I	By spouse

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.44 to $66.89, inclusive. The reporting person has provided to the issuer, and will provide to any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

2. Includes 14,907 shares of restricted stock.

3. Includes 1,806 shares of restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Kathleen Cindric as attorney-in-fact for Chris P. Gropp	09/11/2026
	** 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)