PHINIA (PHIN) director Weerasinghe receives new stock and DRSU grants

Rhea-AI Filing Summary

Weerasinghe Rohan reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. director Rohan Weerasinghe reported additional equity compensation rather than open‑market trading. On June 23, 2026, he received 32 shares of common stock at $0.00 per share as a grant, bringing his direct common stock holdings to 31,269 shares.

He was also granted 19 Deferred Restricted Stock Units (DRSUs), linked one‑for‑one to common stock, increasing his DRSU balance to 5,234 units. Footnotes explain these DRSUs arise from automatic dividend reinvestment and vesting under PHINIA’s Director Deferred Compensation Program and 2023 Stock Incentive Plan, settling in stock when his board service ends. He additionally reports 12 common shares held indirectly through a managed account.

Insights

Equity compensation analyst

Routine director equity awards with small incremental grants and no open‑market trades.

This filing shows Rohan Weerasinghe, a director of PHINIA Inc., receiving stock and DRSUs as part of ongoing board compensation. The common shares and Deferred Restricted Stock Units are granted at $0.00, indicating non‑cash awards rather than purchases.

The footnotes clarify DRSUs are tied to dividend reinvestment and vesting, with settlement in common stock upon termination of board service. These mechanics are typical for director deferral programs and do not themselves signal a change in outlook; they mainly provide long‑term equity alignment.

Following these grants, Weerasinghe holds 31,269 common shares directly, 5,234 DRSUs and 12 shares indirectly via a managed account. The incremental awards are small relative to his existing position and appear as standard compensation rather than a strategic transaction.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Weerasinghe Rohan

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Restricted Stock Units	19	$0.00	--
Grant/Award	Common Stock	32	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Restricted Stock Units — 5,234 shares (Direct, null); Common Stock — 31,269 shares (Direct, null); Common Stock — 12 shares (Indirect, By Managed Account)

Footnotes (1)

1. Represents shares of deferred restricted stock units ("DRSUs") acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such awards. Includes 8,583 DRSUs that have vested and will settle upon the reporting person's termination of board service. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. These DRSUs will settle into an equal number of shares of the issuer's common stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Key Figures

Common stock grant: 32 shares DRSU grant: 19 units Direct common holdings: 31,269 shares +4 more

7 metrics

Common stock grant 32 shares Common Stock grant on June 23, 2026 at $0.00 per share

DRSU grant 19 units Deferred Restricted Stock Units granted June 23, 2026 at $0.00

Direct common holdings 31,269 shares Total common shares directly owned after transactions

Total DRSU holdings 5,234 units Deferred Restricted Stock Units balance after grant

Indirect holdings 12 shares Common Stock held indirectly through a managed account

Vested DRSUs 8,583 units Vested DRSUs that will settle at termination of board service

DRSU vesting date May 22, 2027 Each DRSU vests on this date before settlement at service end

Key Terms

Deferred Restricted Stock Units, dividend equivalents, Director Deferred Compensation Program, 2023 Stock Incentive Plan, +1 more

5 terms

Deferred Restricted Stock Units financial

"Represents shares of deferred restricted stock units ("DRSUs") acquired following the automatic reinvestment of dividends"

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

dividend equivalents financial

"including any additional DRSUs acquired as a result of dividend equivalents that have vested"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Director Deferred Compensation Program financial

"upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program"

A director deferred compensation program is an arrangement that lets a company delay paying part of a board member’s fees or bonuses until a future date, often at retirement or after leaving the board. It matters to investors because it affects a company’s long‑term cash commitments and executive incentives—like a timed savings plan that can align directors’ decisions with the company’s future performance while creating future liabilities on the balance sheet.

2023 Stock Incentive Plan financial

"pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan"

managed account financial

"12.0000 indirect ownership, nature of ownership: By Managed Account"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 04:23 PM Accepted by SEC EDGAR 06/25/2026 - 04:23 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^*

Weerasinghe Rohan

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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	06/23/2026		A		32(1)	A	$0	31,269(2)	D
Common Stock								12	I	By Managed Account

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
Deferred Restricted Stock Units	(3)	06/23/2026		A		19(1)		(3)	(3)	Common Stock	19	$0	5,234	D

Explanation of Responses:

1. Represents shares of deferred restricted stock units ("DRSUs") acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such awards.

2. Includes 8,583 DRSUs that have vested and will settle upon the reporting person's termination of board service.

3. Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock and will vest on May 22, 2027. These DRSUs will settle into an equal number of shares of the issuer's common stock, including any additional DRSUs acquired as a result of dividend equivalents that have vested, upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Rohan Weerasinghe	06/25/2026
	** 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)

FAQ

What did PHINIA (PHIN) director Rohan Weerasinghe report in this Form 4?

He reported receiving additional equity compensation, not buying on the market. The filing shows grants of 32 common shares and 19 Deferred Restricted Stock Units, plus updated totals for his direct, indirect and deferred holdings in PHINIA Inc.

How many PHINIA Inc. common shares does Rohan Weerasinghe hold after this Form 4?

After the reported grants, he holds 31,269 PHINIA common shares directly. The filing also shows 12 common shares held indirectly through a managed account, providing a small additional indirect ownership position outside his main direct holdings.

What Deferred Restricted Stock Units (DRSUs) did the PHIN director receive?

He was granted 19 Deferred Restricted Stock Units on PHINIA Inc. common stock. Each DRSU equals one share economically, with the filing noting they arise from automatic dividend reinvestment and vesting under the company’s director compensation and stock incentive programs.

When will Rohan Weerasinghe’s PHINIA DRSUs vest and settle into common stock?

The filing states each DRSU vests on May 22, 2027 and will settle in an equal number of PHINIA common shares when his board service ends, consistent with the Director Deferred Compensation Program and the 2023 Stock Incentive Plan terms.

Are the PHINIA Form 4 transactions open‑market buys or sales?

No, they are not open‑market trades. The code “A” and zero purchase price show the transactions are stock and DRSU grants, including dividend‑related DRSUs, received as compensation rather than discretionary buying or selling in the public market.

How many Deferred Restricted Stock Units does the PHIN director hold in total?

After the 19‑unit grant, he holds 5,234 Deferred Restricted Stock Units. Footnotes further note that this amount includes 8,583 DRSUs that have already vested and will ultimately settle into PHINIA common shares after his board service concludes.