PHINIA (PHIN) VP settles restricted stock taxes with 1,021 withheld shares

Rhea-AI Filing Summary

PHINIA INC. Vice President and Controller Samantha Pombier reported a tax-related share disposition tied to equity compensation. On February 27, 2026, 1,021 shares of common stock were automatically and mandatorily withheld at $72.63 per share to satisfy tax withholding upon the vesting of restricted stock.

After this tax-withholding disposition, Pombier directly held 8,851 common shares, which include 2,727 shares of restricted stock. This transaction reflects an administrative tax settlement rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pombier Samantha

Role Vice President and Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,021	$72.63	$74K

Holdings After Transaction: Common Stock — 8,851 shares (Direct)

Footnotes (1)

1. Shares automatically and mandatorily withheld to satisfy the tax withholding requirement upon the vesting of restricted stock. Includes 2,727 shares of restricted stock.

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^*

Pombier Samantha

(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)
	Vice President and Controller

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		1,021(1)	D	$72.63	8,851(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.

2. Includes 2,727 shares of restricted stock.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Samantha Pombier	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 Samantha Pombier?

PHINIA reported that Vice President and Controller Samantha Pombier had 1,021 common shares automatically withheld to cover taxes on vested restricted stock. This non-market disposition reflects routine tax settlement related to her equity compensation rather than a discretionary stock trade.

Was the PHINIA (PHIN) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically and mandatorily withheld upon restricted stock vesting to satisfy tax obligations, as described in the filing footnote, rather than being sold at the insider’s discretion.

How many PHINIA (PHIN) shares were involved in Samantha Pombier’s tax-withholding event?

The filing shows 1,021 PHINIA common shares were withheld at $72.63 per share. These shares were used to satisfy tax withholding requirements triggered by the vesting of restricted stock, consistent with common equity compensation practices for corporate executives.

How many PHINIA (PHIN) shares does Samantha Pombier hold after this Form 4 transaction?

After the tax-withholding disposition, Samantha Pombier directly held 8,851 PHINIA common shares. This total includes 2,727 shares of restricted stock, as noted in the footnotes, reflecting her remaining equity stake following the automatic tax settlement.

What does transaction code F mean in the PHINIA (PHIN) insider filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering or withholding securities. In this PHINIA filing, it denotes that 1,021 shares were automatically withheld to satisfy tax obligations when restricted stock vested for the reporting executive.