PHINIA director granted 41 deferred stock units

Weerasinghe Rohan reported acquisition or exercise transactions in this Form 4 filing.

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Rhea-AI Filing Summary

Weerasinghe Rohan reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. director Rohan Weerasinghe received a grant of 41 deferred restricted stock units (DRSUs) on March 20, 2026. Each DRSU is economically equivalent to one share of common stock and will vest on the one-year anniversary of the grant date under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan.

After this grant, Weerasinghe holds 8,551 DRSUs and directly holds 22,686 shares of PHINIA common stock, with an additional 12 shares held indirectly through a managed account. The grant is a compensation-related award, not an open-market purchase.

Insider Trade Summary

Grant/Award: 41 shares

Grant/Award 3 txns

Insider Weerasinghe Rohan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Restricted Stock Units	41	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Restricted Stock Units — 8,551 contracts (Direct); Common Stock — 22,686 shares (Direct); Common Stock — 12 shares (Indirect, By Managed Account)

Footnotes (2)

F1. 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.
F2. 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.

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What did PHINIA (PHIN) director Rohan Weerasinghe receive in this Form 4 filing?

PHINIA director Rohan Weerasinghe received a grant of 41 deferred restricted stock units. These units are part of his director compensation and are economically equivalent to common shares, vesting after one year under PHINIA’s Director Deferred Compensation Program and 2023 Stock Incentive Plan.

How do PHINIA (PHIN) deferred restricted stock units work for this director grant?

Each deferred restricted stock unit is the economic equivalent of one PHINIA common share. The 41 units granted to the director vest on the one-year anniversary of the grant and settle into common stock upon termination of board service, consistent with PHINIA’s director compensation programs.

What are Rohan Weerasinghe’s total PHINIA (PHIN) deferred restricted stock unit holdings?

Following the reported grant, Rohan Weerasinghe holds 8,551 deferred restricted stock units. These units represent future rights to receive an equal number of PHINIA common shares, subject to vesting and settlement terms in the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

How many PHINIA (PHIN) common shares does the director hold after this transaction?

After the reported transactions, Rohan Weerasinghe directly holds 22,686 PHINIA common shares. He also has an additional 12 shares held indirectly through a managed account, reflecting both his direct and indirect equity exposure as disclosed in the Form 4 filing.

Is the PHINIA (PHIN) Form 4 transaction an open-market buy or sell?

The reported Form 4 transaction is a grant of 41 deferred restricted stock units, not an open-market buy or sell. It represents compensation awarded to the director, with no purchase or sale of shares on the open market disclosed in this filing.

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Accepted by SEC EDGAR 03/24/2026 - 05:02 PM EDT

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^*

Weerasinghe Rohan

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								22,686	D
Common Stock								12	I	By Managed Account

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Restricted Stock Units	⁽¹⁾	03/20/2026		A		41⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	41	$0	8,551	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 Rohan Weerasinghe	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)

Source: View Original Filing on SEC EDGAR