[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA CFO Chris P. Gropp reported changes in beneficial ownership through dividend reinvestment transactions on June 16, 2025. The transactions involved:

• Direct acquisition of 317 shares of common stock at $0 through dividend reinvestment on restricted stock, bringing total direct beneficial ownership to 67,645 shares (including 50,554 restricted shares)
• Indirect acquisition of 19 shares held by spouse at $0 through dividend reinvestment, bringing total indirect ownership to 3,890 shares (including 2,913 restricted shares)

The transactions were automatic reinvestments of dividends on existing restricted stock holdings, as required by the terms of the awards. The filing includes a disclaimer of beneficial ownership for securities held by spouse. The Form 4 was signed by Kate Vandenberg as attorney-in-fact for Gropp on June 18, 2025.

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 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)
	Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		A		317(1)	A	$0	67,645(2)	D
Common Stock	06/16/2025		A		19(1)	A	$0	3,890(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. 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 awards.

2. Includes 50,554 shares of restricted stock, including reinvested dividends.

3. Includes 2,913 shares of restricted stock, including reinvested dividends. 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:

Power of Attorney is attached hereto as Exhibit 24.

	/s/ Kate Vandenberg as attorney-in-fact for Chris P. Gropp	06/18/2025
	** 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

How many PHIN shares did CFO Chris Gropp acquire on June 16, 2025?

On June 16, 2025, CFO Chris Gropp acquired 317 shares directly and 19 shares indirectly (through spouse) of PHIN common stock through dividend reinvestment on existing restricted stock awards. Both acquisitions were at $0 cost.

What is the total amount of PHIN shares owned by CFO Chris Gropp after the June 2025 transaction?

Following the reported transactions, CFO Chris Gropp owned 67,645 shares directly and 3,890 shares indirectly through his spouse, for a total of 71,535 PHIN shares. Of these, 50,554 shares are restricted stock held directly, and 2,913 shares are restricted stock held indirectly.

How did PHIN CFO Chris Gropp acquire the new shares in June 2025?

The shares were acquired through the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of the restricted stock awards. The acquisition price was $0 per share.

What is Chris Gropp's position at PHIN and where is the company headquartered?

Chris Gropp serves as Vice President and CFO of PHINIA INC., which is headquartered at 3000 University Drive, Auburn Hills, MI 48326.