[Form 4] PHINIA INC. Insider Trading Activity

Rhea-AI Filing Summary

Alisa Di Beasi, VP and CHRO of Phinia Inc. (PHIN), reported two related transactions on 09/12/2025 affecting her common stock holdings. She received 106 shares of restricted stock at no cash cost due to automatic dividend reinvestment on outstanding restricted awards. On the same date, 13 shares were mandatorily withheld and disposed to satisfy tax withholding upon vesting at an indicated price of $58.20 per share. After these transactions she beneficially owns 34,688 shares, which the filing notes include 17,022 shares of restricted stock. The form shows these transactions were reported on a single filing by one reporting person and includes a power-of-attorney signature on the submission.

Positive

• 106 shares acquired via automatic dividend reinvestment at $0, increasing stake without cash outlay
• Continued ownership of a significant restricted position (17,022 shares) which aligns executive incentives with shareholders

Negative

• 13 shares were withheld/disposed to satisfy tax withholding, reducing immediate transferable holdings
• Withholding price reported at $58.20 reflects tax settlement cost for vested shares

Insights

Corporate Governance Expert

TL;DR: Routine internal equity mechanics; dividend reinvestment and tax withholding affected a senior officer's restricted stock balance.

The transactions are standard administrative events tied to restricted stock awards: an automatic dividend reinvestment created 106 additional restricted shares and mandatory withholding removed 13 shares to satisfy tax obligations. These actions do not indicate discretionary insider trading or a change in strategic ownership. The filing identifies the reporting person as VP and CHRO, and confirms the retained holdings include a substantial restricted position (17,022 shares), which aligns management incentives with shareholders.

Securities Analyst

TL;DR: Small net increase in share count from compensation mechanics; no cash purchase or sale signaling a change in view.

The net effect is an increase of 93 shares (106 acquired minus 13 withheld) resulting from award plan mechanics rather than open-market activity. The disclosed withholding price of $58.20 is a tax-related settlement figure, not a market sale decision. Given the magnitude relative to total outstanding shares typically issued by a public company, these transactions are immaterial to company capitalization but are relevant to understanding executive equity compensation flows.

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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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^*

Di Beasi Alisa

(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 CHRO

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	09/12/2025		A		106(1)	A	$0	34,701	D
Common Stock	09/12/2025		F		13(2)	D	$58.2	34,688(3)	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. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such awards.

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

3. Includes 17,022 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Alisa Di Beasi	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.
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 transactions did PHIN insider Alisa Di Beasi report on Form 4?

She reported acquiring 106 restricted shares via dividend reinvestment and the mandatory withholding/disposition of 13 shares to satisfy taxes, both dated 09/12/2025.

How many PHIN shares does Alisa Di Beasi beneficially own after the reported transactions?

Following the transactions she beneficially owns 34,688 shares, which include 17,022 restricted shares.

Why were shares withheld in the Form 4 for PHIN (symbol PHIN)?

The filing states shares were automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock.

What does the reported price of $58.20 represent on the Form 4?

The $58.20 figure corresponds to the price attributed to the shares that were withheld to satisfy tax withholding upon vesting, not an open-market sale price reported by the insider.

Does the Form 4 indicate any open-market purchases or discretionary sales by the insider?

No. The Form 4 shows administrative award-related activity (dividend reinvestment and tax withholding) rather than voluntary open-market purchases or discretionary sales.