PHINIA director exercises 3,367 stock units

PHINIA INC. director Newton Latondra exercised deferred equity awards into common shares.

Rhea-AI Filing Summary

PHINIA INC. director Newton Latondra exercised deferred equity awards into common shares. On May 21, 2026, Latondra converted 3,367 Deferred Restricted Stock Units (DRSUs), which are each economically equivalent to one share of PHINIA common stock, into 3,367 shares of common stock at a price of $0.00 per share. Following this derivative exercise, Latondra directly holds 19,923 shares of PHINIA common stock. The filing describes this as an exercise or conversion of a derivative security rather than an open-market purchase or sale, and there are no remaining shares reported under this specific DRSU grant after the transaction.

Insights

Equity Compensation Analyst

Routine equity award conversion with no open‑market trading.

This filing shows Newton Latondra converting 3,367 Deferred Restricted Stock Units into the same number of PHINIA common shares at $0.00 per share. Code M indicates a derivative exercise, not a market purchase or sale.

The DRSUs are compensation-related awards that vest under the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan. After the transaction, Latondra directly owns 19,923 common shares, and the reported DRSU position for this grant is reduced to zero.

Because there is no cash purchase or sale in the market and the scale is modest relative to typical public floats, this appears to be a routine equity compensation event rather than a signal-driven trading decision. The overall impact on existing shareholders is limited.

Insider Trade Summary

3,367 shares exercised/converted

Exercise 2 txns

Insider Newton Latondra

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Restricted Stock Units	3,367	$0.00	$0.00
Exercise	Common Stock	3,367	$0.00	$0.00

Holdings After Transaction: Deferred Restricted Stock Units — 0 contracts (Direct); Common Stock — 19,923 shares (Direct)

Footnotes (2)

1. F1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock. The DRSUs vested on May 21, 2026. 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. F2. Includes 3,367 DRSUs that have vested and will settle upon the reporting person's termination of board service.

Key Figures

DRSUs exercised: 3,367 units Shares received: 3,367 shares Exercise price: $0.00 per share +2 more

5 metrics

DRSUs exercised 3,367 units Deferred Restricted Stock Units converted on May 21, 2026

Shares received 3,367 shares Common stock acquired via DRSU conversion

Exercise price $0.00 per share Price per share for DRSU settlement

Post-transaction holdings 19,923 shares Common stock directly owned after the exercise

Derivative transactions 1 derivative, 1 non-derivative entry Form 4 breakdown of the DRSU exercise

Key Terms

Deferred Restricted Stock Units, DRSUs, Director Deferred Compensation Program, 2023 Stock Incentive Plan, +1 more

5 terms

Deferred Restricted Stock Units financial

"security_title: "Deferred Restricted Stock Units""

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

DRSUs financial

"Includes 3,367 DRSUs that have vested and will settle"

Director Deferred Compensation Program financial

"pursuant to the issuer's Director Deferred Compensation Program"

A director deferred compensation program is an arrangement that lets a company delay paying part of a board member’s fees or bonuses until a future date, often at retirement or after leaving the board. It matters to investors because it affects a company’s long‑term cash commitments and executive incentives—like a timed savings plan that can align directors’ decisions with the company’s future performance while creating future liabilities on the balance sheet.

2023 Stock Incentive Plan financial

"pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan"

dividend equivalents financial

"including any additional DRSUs acquired as a result of dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PHIN director Newton Latondra report in this Form 4 for PHIN?

Latondra reported exercising 3,367 Deferred Restricted Stock Units into 3,367 PHINIA common shares at $0.00 per share. This is a compensation-related derivative exercise under the company’s director equity plans, not an open-market stock purchase or sale.

How many PHINIA (PHIN) shares does Newton Latondra hold after this transaction?

After exercising the DRSUs, Latondra directly holds 19,923 shares of PHINIA common stock. This total reflects his post-transaction position reported in the Form 4 and includes the 3,367 shares received from the DRSU conversion.

Were any PHINIA (PHIN) shares bought or sold on the open market in this Form 4?

No open-market trades were reported. The Form 4 shows a code M transaction, meaning a derivative exercise or conversion. Latondra acquired shares by settling Deferred Restricted Stock Units at $0.00 per share, rather than buying or selling shares in the market.

What are Deferred Restricted Stock Units (DRSUs) reported for PHINIA (PHIN)?

Deferred Restricted Stock Units are equity awards where each unit is economically equivalent to one PHINIA common share. They vest under the company’s director compensation plans and later settle into common stock, typically upon certain events like termination of board service.

How many Deferred Restricted Stock Units did Newton Latondra exercise in PHINIA (PHIN)?

Latondra exercised 3,367 Deferred Restricted Stock Units, each equal to one PHINIA common share. These DRSUs converted into 3,367 shares of common stock, and the reported remaining balance for this specific DRSU position is zero after the transaction.

Does this PHINIA (PHIN) Form 4 indicate a significant insider trading signal?

The filing reflects a routine derivative exercise of 3,367 DRSUs into common shares, not an open-market trade. Such compensation-related conversions generally carry weaker signaling value than discretionary insider buying or selling of existing shares in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:22 PM EDT 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^*

Newton Latondra

(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)
05/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		M		3,367	A	(1)	19,923(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
Deferred Restricted Stock Units	(1)	05/21/2026		M			3,367	(1)	(1)	Common Stock	3,367	$0	0	D

Explanation of Responses:

1. Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock. The DRSUs vested on May 21, 2026. 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. Includes 3,367 DRSUs that have vested and will settle upon the reporting person's termination of board service.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Latondra Newton	05/22/2026
	** 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)