[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction summary for PHINIA Inc. (PHIN)

Dori Sebastian, listed as Vice President and Chief Product Officer, reported a sale of 1,656 shares of PHIN common stock on 08/29/2025 at a price of $58.48 per share. The filing states these shares were "automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units." After the withholding, Sebastian beneficially owns 17,568 shares, which include 9,950 restricted stock units. The Form 4 was submitted with a signature by an attorney-in-fact on 09/03/2025.

Positive

• Transparent disclosure of tax-withholding transaction and resulting beneficial ownership
• Material details provided: exact share count (1,656), price ($58.48), and post-transaction ownership (17,568 shares)
• Includes RSU detail showing 9,950 restricted stock units included in beneficial ownership

Negative

• Insider share count reduced by 1,656 shares due to withholding
• Transaction reduces voting/ownership stake even if for tax withholding purposes

Insights

Financial Analyst

Routine tax-withholding sale tied to RSU vesting; modest insider holding remains.

The reported disposition of 1,656 shares at $58.48 appears to be a standard withholding to cover taxes on vested restricted stock units rather than an open-market liquidation for cash needs. Such transactions commonly do not signal a change in insider confidence because they are automatic and mandatory. Post-transaction beneficial ownership of 17,568 shares, including 9,950 RSUs, retains insider alignment with shareholders but provides limited incremental liquidity. Impact on valuation is immaterial given the size of the transaction relative to typical public float for most issuers.

Corporate Governance Expert

Disclosure follows Section 16 reporting norms; documentation is complete.

The Form 4 discloses the nature of the withholding and the resulting beneficial ownership, which meets standard disclosure expectations under Section 16. The use of an attorney-in-fact signature is documented with date. No indications of atypical timing, related-party arrangements, or unexpected departures are present in the filing. From a governance perspective this is a routine insider tax-related transaction with neutral implications.

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
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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^*

Dori Sebastian

(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 CPO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		1,656(1)	D	$58.48	17,568(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 9,950 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Sebastian Dori	09/03/2025
	** 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

What transaction did PHIN insider Dori Sebastian report on Form 4?

The filing reports a disposition of 1,656 shares of PHIN common stock on 08/29/2025 at a price of $58.48 per share.

Why were 1,656 PHIN shares sold according to the Form 4?

The Form 4 states the shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock units.

How many PHIN shares does Dori Sebastian beneficially own after the transaction?

After the reported transaction, Sebastian beneficially owns 17,568 shares, which include 9,950 restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 shows a signature by Kelly A. Albin as attorney-in-fact for Dori Sebastian dated 09/03/2025.

Does the Form 4 indicate this was part of a Rule 10b5-1 plan?

The filing does not indicate that the transaction was made pursuant to a Rule 10b5-1 trading plan; it specifies the sale was for tax withholding on RSU vesting.