PHINIA director exercises 4,724 deferred stock units

PHINIA INC. director Kendrick Robin reported routine equity compensation activity involving deferred restricted stock units and common stock.

Rhea-AI Filing Summary

PHINIA INC. director Kendrick Robin reported routine equity compensation activity involving deferred restricted stock units and common stock. The filing shows that Robin exercised or converted 4,724 Deferred Restricted Stock Units (DRSUs), each described as the economic equivalent of one share of PHINIA common stock.

Following these transactions, Robin is shown holding 21,280 shares of common stock directly and 15,794 shares indirectly through a trust. Footnotes explain that 4,724 DRSUs have vested and will settle into the same number of common shares when Robin’s board service ends, under PHINIA’s Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Insider Trade Summary

4,724 shares exercised/converted

Exercise 3 txns

Insider Kendrick Robin

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Restricted Stock Units	4,724	$0.00	$0.00
Exercise	Common Stock	4,724	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Restricted Stock Units — 0 contracts (Direct); Common Stock — 21,280 shares (Direct); Common Stock — 15,794 shares (Indirect, By Trust)

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 4,724 DRSUs that have vested and will settle upon the reporting person's termination of board service.

Key Figures

DRSUs exercised/converted: 4,724 units Direct common shares after transaction: 21,280 shares Indirect common shares via trust: 15,794 shares +1 more

4 metrics

DRSUs exercised/converted 4,724 units Deferred Restricted Stock Units tied to common stock

Direct common shares after transaction 21,280 shares Total direct holdings following Form 4 transactions

Indirect common shares via trust 15,794 shares Held indirectly by trust after reported activity

Vested DRSUs 4,724 units Will settle into common shares upon termination of board service

Key Terms

Deferred Restricted Stock Units, economic equivalent, Director Deferred Compensation Program, 2023 Stock Incentive Plan

4 terms

Deferred Restricted Stock Units financial

"Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock."

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.

economic equivalent financial

"Each deferred restricted stock unit ("DRSU") is the economic equivalent of one share of PHINIA Inc. common stock."

Director Deferred Compensation Program financial

"upon the reporting person's termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan."

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

"termination of board service pursuant to the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan."

FAQ

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

What insider activity did Kendrick Robin report at PHINIA (PHIN)?

Director Kendrick Robin reported equity compensation activity involving Deferred Restricted Stock Units. The Form 4 shows the exercise or conversion of 4,724 DRSUs, each tied to one PHINIA common share, and updated direct and indirect common stock holdings.

How many PHINIA shares does Kendrick Robin hold after this Form 4?

After the reported transactions, Kendrick Robin holds 21,280 PHINIA common shares directly. The filing also shows 15,794 additional shares held indirectly through a trust, reflecting both personal and trust-based ownership positions in PHINIA stock.

What are Deferred Restricted Stock Units (DRSUs) in PHINIA’s filing?

PHINIA’s DRSUs are described as the economic equivalent of one common share. In this case, 4,724 DRSUs vested on May 21, 2026 and will settle into the same number of common shares when the director’s board service ends, under the company’s compensation plans.

When will Kendrick Robin’s PHINIA DRSUs settle into common stock?

The vested PHINIA DRSUs will settle when Kendrick Robin’s board service terminates. The filing states that 4,724 vested DRSUs convert into an equal number of common shares upon termination of board service, under the Director Deferred Compensation Program and 2023 Stock Incentive Plan.

How many PHINIA DRSUs are referenced in Kendrick Robin’s Form 4?

The Form 4 references 4,724 Deferred Restricted Stock Units (DRSUs) for Kendrick Robin. These units vested on May 21, 2026 and are scheduled to settle into the same number of PHINIA common shares at the end of Robin’s board service.

What indirect PHINIA share ownership does Kendrick Robin report?

The filing reports 15,794 PHINIA common shares held indirectly by Kendrick Robin through a trust. This is separate from his 21,280 directly held shares and reflects additional beneficial ownership via the trust structure described in the Form 4.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/22/2026 - 04:21 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^*

Kendrick Robin

(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		4,724	A	(1)	21,280(2)	D
Common Stock								15,794	I	By Trust

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			4,724	(1)	(1)	Common Stock	4,724	$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 4,724 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 Robin Kendrick	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)