[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

PHINIA Inc. director Rohan Weerasinghe reported transactions on 09/12/2025 affecting his holdings in PHIN (common stock). The filing discloses a sale of 22,686 shares of common stock and the acquisition of 39 deferred restricted stock units (DRSUs) that represent the economic equivalent of shares and will vest one year after grant. Following the reported transactions, the reporting person beneficially owns 8,471 shares of common stock directly and holds the newly acquired DRSUs that will convert to shares under the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

The DRSUs include additional units from automatic dividend reinvestment on outstanding DRSUs. The report was signed by an attorney-in-fact on behalf of Mr. Weerasinghe on 09/16/2025. No derivative option exercises, warrants, or other convertible security transactions are reported in this filing.

Positive

• Director retains direct ownership of 8,471 common shares following the transactions, maintaining alignment with shareholders
• Acquisition of 39 DRSUs ties compensation to future share settlement and aligns director incentives with company performance
• Dividend reinvestment on DRSUs indicates automatic accumulation of additional deferred equity

Negative

• Sale of 22,686 common shares reduced the reporting person's direct holdings on 09/12/2025
• No information provided on total company float or percentage ownership, so the materiality of the sale to investors cannot be assessed from this filing alone

Insights

Corporate Governance Expert

TL;DR: Routine insider activity: a director sold existing shares and acquired deferred restricted stock units tied to board compensation.

The Form 4 shows a director-level transaction consistent with compensation and routine portfolio management. The sale of 22,686 common shares reduces direct share ownership while the grant and automatic dividend reinvestment into 39 DRSUs increases deferred equity tied to board service and the issuer's compensation plan. Vesting of the DRSUs occurs one year after grant and settlement is linked to termination of board service, which aligns incentives with continued service. This filing does not indicate options, warrants, or other unusual derivatives.

Securities Analyst

TL;DR: Disclosure is informational and appears non-material to PHINIA's capital structure absent additional context on total outstanding shares.

The transactions reported are specific: a disposition of 22,686 shares on 09/12/2025 and acquisition of 39 DRSUs (with dividend reinvestment). The reporting person retains 8,471 shares directly post-transaction. Without context on PHINIA's total float or insider ownership percentages, these moves should be treated as routine insider activity rather than a signal of material change. The filing is properly executed by an attorney-in-fact and includes the required explanatory language about DRSU settlement and dividend reinvestment.

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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								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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Restricted Stock Units	(1)	09/12/2025		A		39(2)		(1)	(1)	Common Stock	39	$0	8,471	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	09/16/2025
	** 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.
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FAQ

What did PHIN insider Rohan Weerasinghe report on Form 4 (PHIN)?

The Form 4 reports a sale of 22,686 common shares on 09/12/2025 and the acquisition of 39 deferred restricted stock units (DRSUs), with 8,471 shares beneficially owned after the transactions.

When do the acquired DRSUs vest and convert to PHIN common stock?

Each DRSU vests on the one-year anniversary of the grant date and will settle into an equal number of shares of PHIN common stock upon the reporting person's termination of board service, per the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Do the DRSUs include dividend reinvestment?

Yes. The filing states the 39 DRSUs include additional units acquired through automatic dividend reinvestment on outstanding DRSUs held on the dividend record date.

Who signed the Form 4 for Rohan Weerasinghe and when?

The Form 4 was signed by Kelly A. Albin as attorney-in-fact for Rohan Weerasinghe on 09/16/2025.

Are there any derivative security transactions reported for PHIN in this filing?

No. The filing shows no options, warrants, or other derivative security transactions; it reports only common stock dispositions and DRSU acquisitions.