PHINIA (PHIN) director adds 22 deferred RSUs, holds over 32K shares

Rhea-AI Filing Summary

PHINIA INC. director Robin Kendrick received a grant of 22 Deferred Restricted Stock Units (DRSUs), each economically equivalent to one share of common stock. These DRSUs vest on the one-year anniversary of the grant date and will convert into common shares upon the end of board service under PHINIA’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. The award resulted from automatic reinvestment of dividends on outstanding DRSUs. Following this grant, Kendrick holds 4,724 DRSUs, 16,556 shares of common stock directly, and 15,794 shares indirectly through a trust.

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

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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^*

Kendrick Robin

(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)
03/20/2026

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								16,556	D
Common Stock								15,794	I	By Trust

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	(1)	03/20/2026		A		22(2)		(1)	(1)	Common Stock	22	$0	4,724	D

Explanation of Responses:

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date. 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.

2. 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:

	/s/ Kelly A. Albin as attorney-in-fact for Robin Kendrick	03/24/2026
	** 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 insider transaction did PHINIA (PHIN) director Robin Kendrick report?

Robin Kendrick reported receiving 22 Deferred Restricted Stock Units from PHINIA. These units were acquired through automatic reinvestment of dividends on existing awards and increase his deferred equity compensation while leaving his direct and indirect common share holdings otherwise unchanged.

How do PHINIA (PHIN) Deferred Restricted Stock Units work for directors?

Each PHINIA Deferred Restricted Stock Unit is economically equivalent to one common share. The units vest one year after grant and settle into an equal number of common shares when the director’s board service ends, under the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

When will Robin Kendrick’s new PHINIA (PHIN) DRSUs vest and settle?

The 22 Deferred Restricted Stock Units granted to Robin Kendrick vest on the one-year anniversary of the grant date. They will settle into an equal number of PHINIA common shares upon his termination of board service, consistent with the company’s director compensation programs.

What triggered the 22 new PHINIA (PHIN) DRSUs for Robin Kendrick?

The 22 new Deferred Restricted Stock Units reflect automatic reinvestment of dividends on outstanding DRSUs held on the dividend record date. This mechanism increases Kendrick’s deferred equity position without an open-market purchase or sale of PHINIA common stock.

What are Robin Kendrick’s PHINIA (PHIN) holdings after this Form 4?

After the reported transactions, Robin Kendrick holds 4,724 Deferred Restricted Stock Units, 16,556 PHINIA common shares directly, and 15,794 common shares indirectly through a trust. These figures show his combined direct and indirect equity exposure to PHINIA as of the transaction date.

Does this PHINIA (PHIN) Form 4 show any insider share sales or purchases?

The Form 4 shows no open-market purchases or sales of PHINIA common stock. It records a routine grant of 22 Deferred Restricted Stock Units from dividend reinvestment and updates Kendrick’s direct and trust-held common share balances as of the transaction date.