PHINIA director adds dividend shares and DRSUs

PHINIA director Norman Daun received small dividend-based equity awards, modestly increasing his common stock and deferred restricted stock unit holdings.

Rhea-AI Filing Summary

PHINIA Inc. (PHIN) director Norman Daun reported automatic equity awards tied to dividend reinvestment. On September 18, 2026, he acquired 10 shares of common stock as restricted stock through automatic reinvestment of dividends on outstanding restricted stock, bringing his direct holdings to 22,081 common shares, including 2,158 restricted shares. He also acquired 4 Deferred Restricted Stock Units (DRSUs) through dividend equivalents on existing DRSUs, increasing his DRSU balance to 843 units. Each DRSU is economically equivalent to one common share, will vest on May 22, 2027, and will settle into common stock upon termination of his board service under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 14 shares

Grant/Award 2 txns

Insider Norman Daun

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Restricted Stock Units F3, F4	4	$0.00	$0.00
Grant/Award	Common Stock F1, F2	10	$0.00	$0.00

Holdings After Transaction: Deferred Restricted Stock Units — 843 contracts (Direct); Common Stock — 22,081 shares (Direct)

Footnotes (4)

1. F1. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such award.
2. F2. Includes 2,158 shares of restricted stock.
3. F3. Each deferred restricted stock unit ("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.
4. F4. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

Key Figures

Restricted common shares acquired: 10 shares Common shares held after transaction: 22,081 shares Restricted stock included in holdings: 2,158 shares +3 more

6 metrics

Restricted common shares acquired 10 shares Automatic dividend reinvestment on restricted stock on September 18, 2026

Common shares held after transaction 22,081 shares Direct holdings by Norman Daun after September 18, 2026 transactions

Restricted stock included in holdings 2,158 shares Portion of Daun’s 22,081 common shares that are restricted stock

Deferred Restricted Stock Units acquired 4 units DRSUs from automatic dividend-equivalent reinvestment on September 18, 2026

Total Deferred Restricted Stock Units after transaction 843 units DRSU balance for Norman Daun following the reported acquisition

DRSU vesting date May 22, 2027 Vesting date for the reported DRSUs

Key Terms

Deferred Restricted Stock Units, automatic reinvestment of dividends, dividend equivalents, Director Deferred Compensation Program, +1 more

5 terms

Deferred Restricted Stock Units financial

"Each deferred restricted stock unit ("DRSU") is the economic equivalent"

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.

automatic reinvestment of dividends financial

"acquired following the automatic reinvestment of dividends on outstanding"

dividend equivalents financial

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

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"

FAQ

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

What insider transactions did PHIN director Norman Daun report on this Form 4?

He reported two automatic equity acquisitions on September 18, 2026: 10 shares of restricted common stock from dividend reinvestment and 4 Deferred Restricted Stock Units from dividend equivalents on existing DRSUs.

How many PHIN common shares does Norman Daun hold after these transactions?

After the reported transactions, Norman Daun directly holds 22,081 shares of PHINIA Inc. common stock, which includes 2,158 shares of restricted stock as noted in the filing footnotes.

What are the details of the Deferred Restricted Stock Units reported for PHIN?

He acquired 4 new DRSUs, bringing his total to 843 DRSUs. Each DRSU is the economic equivalent of one PHINIA common share, vests on May 22, 2027, and will settle into the same number of common shares upon his termination of board service.

How were the new PHIN restricted shares and DRSUs granted to Norman Daun?

The 10 restricted shares and 4 DRSUs were acquired through automatic reinvestment of dividends or dividend equivalents on outstanding awards, as required by the terms of those existing restricted stock and DRSU awards.

Was a Rule 10b5-1 trading plan used for Norman Daun’s PHIN transactions?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, so no Rule 10b5-1 trading plan is reported in connection with these equity acquisitions.

When will Norman Daun’s PHIN DRSUs vest and settle into shares?

The DRSUs reported, including the 4 newly acquired units, will vest on May 22, 2027. They will settle into an equal number of PHIN common shares upon his termination of board service under the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/21/2026 - 05:52 PM Accepted by SEC EDGAR 09/21/2026 - 05:51 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^*

Norman Daun

(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)
09/18/2026

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	09/18/2026		A		10(1)	A	$0	22,081(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
Deferred Restricted Stock Units	(3)	09/18/2026		A		4(4)		(3)	(3)	Common Stock	4	$0	843	D

Explanation of Responses:

1. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such award.

2. Includes 2,158 shares of restricted stock.

3. Each deferred restricted stock unit ("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.

4. Represents shares of DRSUs acquired following the automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date, as required by the terms of such award.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.

	/s/ Kathleen Cindric as attorney-in-fact for D'aun Norman	09/21/2026
	** 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)