PHINIA CFO granted new restricted stock awards

Rhea-AI Filing Summary

Gropp Chris P reported acquisition or exercise transactions in this Form 4 filing.

PHINIA Inc. reported that Senior Vice President and CFO Chris P. Gropp received awards of its common stock on February 9, 2026. He was granted 5,658 shares of restricted stock directly and 653 shares indirectly through his spouse, both at a price of $0 per share.

The restricted stock granted will vest in three substantially equal annual installments beginning on February 28, 2027. After these transactions, he directly holds 67,073 shares, including 41,407 restricted shares, and indirectly holds 4,570 shares through his spouse, including 3,593 restricted shares, while disclaiming beneficial ownership of the spouse-held shares.

Insider Trade Summary

Net Buyer: 6,311 shares

Net Buy 2 txns

Insider Gropp Chris P

Role Senior Vice President and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,658	$0.00	$0.00
Grant/Award	Common Stock	653	$0.00	$0.00

Holdings After Transaction: Common Stock — 67,073 shares (Direct); Common Stock — 4,570 shares (Indirect, By spouse)

Footnotes (3)

1. F1. Represents an award of restricted stock with respect to the Issuer's common stock, which will vest in three substantially equal annual installments beginning February 28, 2027.
2. F2. Includes 41,407 shares of restricted stock.
3. F3. Includes 3,593 shares of restricted stock. 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.

FAQ

What insider transaction did PHINIA (PHIN) disclose for CFO Chris P. Gropp?

PHINIA disclosed that Senior Vice President and CFO Chris P. Gropp received grants of common stock on February 9, 2026. He was awarded 5,658 restricted shares directly and 653 restricted shares indirectly through his spouse, all at a grant price of $0 per share.

How many PHINIA (PHIN) shares does CFO Chris P. Gropp hold after this Form 4?

After the reported grants, Chris P. Gropp directly holds 67,073 PHINIA common shares, including 41,407 restricted shares. Indirectly, through his spouse, 4,570 shares are reported, including 3,593 restricted shares, with a disclaimer of beneficial ownership for the spouse-held securities.

How do the PHINIA (PHIN) restricted stock awards to the CFO vest?

The restricted stock awards to PHINIA’s CFO vest in three substantially equal annual installments. Vesting begins on February 28, 2027, meaning the total grant will be released to him in stages over three years, subject to the award’s continued-vesting conditions.

What is the nature of the indirect PHINIA (PHIN) ownership reported for the CFO?

The Form 4 reports 4,570 PHINIA shares as indirectly owned by the CFO through his spouse. This includes 3,593 restricted shares. The filing states that he disclaims beneficial ownership of these securities, meaning they are reported but not treated as his personal beneficial holdings.

Was the PHINIA (PHIN) CFO’s stock grant an open-market purchase or a compensation award?

The transaction is classified as a grant or award acquisition, not an open-market purchase. The shares were issued at a price of $0 per share, indicating equity-based compensation rather than a cash-funded buy in the market.

What transaction code was used for the PHINIA (PHIN) CFO’s stock awards?

The transactions use code “A,” which denotes a grant, award, or other acquisition of securities. This confirms the shares were provided as part of a compensation or award arrangement rather than being bought or sold on the open market.

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Accepted by SEC EDGAR 02/11/2026 - 05:43 PM Learn about SEC filing dates

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)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		5,658(1)	A	$0	67,073(2)	D
Common Stock	02/09/2026		A		653(1)	A	$0	4,570(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. Represents an award of restricted stock with respect to the Issuer's common stock, which will vest in three substantially equal annual installments beginning February 28, 2027.

2. Includes 41,407 shares of restricted stock.

3. Includes 3,593 shares of restricted stock. 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:

	/s/ Kelly A. Albin as attorney-in-fact for Chris P. Gropp	02/11/2026
	** 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.