PHINIA (PHIN) VP’s 2,218 shares withheld to cover tax on equity vesting

Rhea-AI Filing Summary

PHINIA INC. executive Neto de Abreu Pedro Rui, VP and Chief Strategy Officer, reported an automatic share disposition related to equity award vesting. On the transaction date, 2,218 shares of common stock were automatically and mandatorily withheld at $72.63 per share to satisfy tax withholding requirements upon the vesting of restricted stock units and restricted stock. After this tax-withholding disposition, the executive directly owned 18,506 shares of common stock, which includes 3,049 shares of restricted stock and 5,283 restricted stock units. This was a tax-withholding disposition rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Neto de Abreu Pedro Rui

Role VP and Chief Strategy Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,218	$72.63	$161K

Holdings After Transaction: Common Stock — 18,506 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock units and restricted stock. Includes 3,049 shares of restricted stock and 5,283 restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

Neto de Abreu Pedro Rui

(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 Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		2,218(1)	D	$72.63	18,506(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

Explanation of Responses:

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

2. Includes 3,049 shares of restricted stock and 5,283 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Pedro Rui Neto de Abreu	03/03/2026
	** 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.

FAQ

What insider transaction did PHINIA (PHIN) report for Neto de Abreu Pedro Rui?

PHINIA reported an automatic tax-withholding disposition by VP and Chief Strategy Officer Neto de Abreu Pedro Rui. 2,218 common shares were withheld to cover taxes on vesting restricted stock and RSUs, rather than sold in the open market.

How many PHINIA (PHIN) shares were withheld for taxes in this Form 4?

A total of 2,218 shares of PHINIA common stock were automatically and mandatorily withheld. This occurred to satisfy tax withholding obligations when restricted stock and restricted stock units vested for the reporting executive.

At what price were the withheld PHINIA (PHIN) shares valued in the Form 4?

The withheld shares were valued at $72.63 per share. This price reflects the value used for the automatic tax-withholding disposition tied to the vesting of restricted stock and restricted stock units for the executive.

How many PHINIA (PHIN) shares does the executive own after the transaction?

After the tax-withholding disposition, the executive directly owns 18,506 PHINIA common shares. This total includes 3,049 shares of restricted stock and 5,283 restricted stock units as disclosed in the filing footnotes.

Was the PHINIA (PHIN) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were automatically and mandatorily withheld to satisfy tax obligations when restricted stock and restricted stock units vested for the executive.

What does transaction code F mean in the PHINIA (PHIN) Form 4?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. In this case, it reflects shares automatically withheld to cover tax withholding upon vesting of restricted stock and restricted stock units.