PHINIA Inc. (PHIN) director acquires deferred stock units via dividends

Rhea-AI Filing Summary

PHINIA Inc. director Latondra Newton reported acquiring 16 deferred restricted stock units on December 12, 2025 through automatic dividend reinvestment. Each unit is economically equivalent to one share of PHINIA common stock, will vest on the one-year anniversary of the grant date, and will convert into shares when her board service ends under the company’s Director Deferred Compensation Program and 2023 Stock Incentive Plan. After this transaction, the reporting person beneficially owned 3,351 deferred restricted stock units and 16,556 shares of PHINIA common stock directly.

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

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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 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)
12/12/2025

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								16,556	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)	12/12/2025		A		16(2)		(1)	(1)	Common Stock	16	$0	3,351	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 Latondra Newton	12/15/2025
	** 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 insider transaction did PHINIA (PHIN) report for director Latondra Newton?

Director Latondra Newton reported acquiring 16 deferred restricted stock units (DRSUs) of PHINIA Inc. on December 12, 2025 through dividend reinvestment.

What are the terms of the deferred restricted stock units reported at PHINIA (PHIN)?

Each DRSU equals one share of PHINIA common stock, vests one year after the grant date, and settles into shares when the director’s board service ends under the company’s compensation programs.

How many deferred restricted stock units does the PHINIA director own after this transaction?

Following the reported acquisition, the director beneficially owned 3,351 deferred restricted stock units tied to PHINIA common stock.

How many PHINIA common shares does the reporting person hold directly?

After the reported transaction, the reporting person directly held 16,556 shares of PHINIA Inc. common stock.

How were the new PHINIA deferred restricted stock units acquired?

The 16 new DRSUs were acquired through the automatic reinvestment of dividends on outstanding deferred restricted stock units, as required by the award terms.

Which PHINIA compensation plans govern these deferred restricted stock units?

These DRSUs are issued under PHINIA’s Director Deferred Compensation Program and its 2023 Stock Incentive Plan.