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  4. [Form 4] PHINIA INC. Insider Trading Activity

PHINIA VP has 2,213 shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PHINIA INC. (PHIN) reported that officer Neil Fryer, VP and GM Global Aftermarket, had 2,213 shares of Common Stock withheld on 2026-08-28 to satisfy the tax withholding requirement upon the vesting of restricted stock units. After this transaction, Fryer directly holds 16,044 shares, including 4,501 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Fryer Neil
Role VP and GM Global Aftermarket
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 2,213 $68.65 $152K
Holdings After Transaction: Common Stock — 16,044 shares (Direct)
Footnotes (2)
  1. F1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.
  2. F2. Includes 4,501 restricted stock units.
Shares withheld for tax 2,213 shares Automatically and mandatorily withheld upon RSU vesting on 2026-08-28
Price per share $68.65 per share Value used for the 2,213-share tax withholding disposition
Shares owned after transaction 16,044 shares Directly held by Neil Fryer following the 2026-08-28 transaction
Restricted stock units included 4,501 restricted stock units Portion of Fryer’s reported post-transaction holdings
restricted stock units financial
"Includes 4,501 restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding requirement financial
"withheld to satisfy the tax withholding requirement upon the vesting"
Common Stock financial
"security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

What transaction did PHIN:PHIN insider Neil Fryer report on this Form 4?
Neil Fryer reported a Code F transaction where 2,213 shares of PHINIA Common Stock were automatically withheld on 2026-08-28 to pay the tax withholding requirement associated with vesting restricted stock units.

How many PHIN shares does Neil Fryer hold after this transaction?
Following the transaction, Neil Fryer directly holds 16,044 shares of PHINIA Common Stock, which includes 4,501 restricted stock units as disclosed in the Form 4 footnotes.

Was the PHIN:PHIN Form 4 transaction a market sale or a tax withholding event?
The Form 4 describes a tax withholding event. Shares were automatically and mandatorily withheld to satisfy tax obligations upon vesting of restricted stock units, not an open-market sale.

What was the reported price per share for the PHIN tax withholding transaction?
The tax-withholding disposition used a reported value of $68.65 per share for the 2,213 shares withheld on 2026-08-28, as shown in the Form 4 transaction details.

Is the PHIN:PHIN insider transaction reported under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), and the footnotes do not state that the transaction was made pursuant to a Rule 10b5-1 trading plan.

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SEC Form 4
FORM 4UNITED 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
X
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*
Fryer Neil
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP and GM Global Aftermarket
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/28/2026F2,213(1)D$68.6516,044(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units.
2. Includes 4,501 restricted stock units.
Remarks:
Power of Attorney is attached hereto as Exhibit 24.
/s/ Kathleen Cindric as attorney-in-fact for Neil Fryer09/01/2026
** Signature of Reporting PersonDate
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