PHINIA (PHIN) VP Neil Fryer has shares withheld for RSU tax

Rhea-AI Filing Summary

PHINIA INC. executive Neil Fryer reported a routine tax-related share disposition. On the vesting of restricted stock units, 2,590 shares of common stock were automatically withheld at a value of $72.63 per share to cover tax obligations. After this withholding, Fryer holds 18,804 shares directly, including 9,132 restricted stock units.

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^*

Fryer Neil

(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)
	VP and GM Global Aftermarket

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		2,590(1)	D	$72.63	18,804(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

Explanation of Responses:

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.

2. Includes 9,132 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Neil Fryer	03/03/2026
	** 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).
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FAQ

What insider transaction did PHIN (PHINIA INC.) report for Neil Fryer?

PHINIA INC. reported that executive Neil Fryer had 2,590 common shares automatically withheld to cover taxes upon restricted stock unit vesting. This Form 4 event is a tax-withholding disposition, not an open-market purchase or sale of shares.

Was the PHIN Form 4 transaction an open-market sale of shares?

No, the PHIN Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically and mandatorily withheld when restricted stock units vested to satisfy tax obligations, according to the filing footnote.

How many PHINIA INC. shares were withheld and at what price?

The filing shows 2,590 PHINIA INC. common shares were withheld at $72.63 per share. These shares were used to satisfy tax withholding requirements tied to the vesting of restricted stock units, rather than being voluntarily sold in the market.

How many PHIN shares does Neil Fryer hold after this Form 4 transaction?

After the tax-withholding disposition, Neil Fryer directly holds 18,804 PHIN shares. The filing notes this amount includes 9,132 restricted stock units, which are awards that may convert into shares according to their vesting terms.

What role does Neil Fryer have at PHINIA INC. in this Form 4?

In this Form 4, Neil Fryer is identified as an officer of PHINIA INC., serving as VP and GM Global Aftermarket. His reported transaction relates to shares automatically withheld to cover taxes on vested restricted stock units.