[Form 4] PHINIA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brady D. Ericson, President and CEO and a director of PHINIA Inc. (PHIN), reported a sale of 30,672 shares of common stock on 08/29/2025 at a price of $58.48 per share. The filing states those shares were automatically and mandatorily withheld to satisfy tax withholding upon the vesting of restricted stock. After the reported transaction, Mr. Ericson beneficially owns 407,587 shares in total, which the filing breaks down to include 158,577 restricted shares and 53,927 restricted stock units.

Insights

Securities Analyst

TL;DR: Insider reported a withholding-based disposal of vested restricted shares; substantial residual ownership remains.

The Form 4 documents a routine, non-discretionary disposition: 30,672 shares were disposed at $58.48 on 08/29/2025 as a result of tax withholding upon vesting. This is an administrative sale rather than an open-market trading decision and does not, by itself, change control or signal a directional trading opinion. The remaining beneficial ownership of 407,587 shares, including 158,577 restricted shares and 53,927 RSUs, indicates continued alignment with equity incentives. Filing was signed via attorney-in-fact on 09/03/2025 and identifies Mr. Ericson as President, CEO and director.

Corporate Governance Expert

TL;DR: Report reflects expected post-vesting tax withholding; ownership disclosure remains material for governance monitoring.

The disclosure clarifies the nature of the transaction as mandatory withholding to cover taxes on vested restricted stock rather than a voluntary sale. For governance oversight, the continued disclosure of 407,587 beneficially owned shares is important for assessing executive incentives and potential voting power. No options or derivative transactions were reported. The Form 4 appears complete regarding the transaction description and ownership breakdown provided.

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^*

Ericson Brady D

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		30,672(1)	D	$58.48	407,587(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 158,577 shares of restricted stock and 53,927 restricted stock units.

Remarks:

	/s/ Kelly A. Albin as attorney-in-fact for Brady D. Ericson	09/03/2025
	** 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 did PHIN insider Brady Ericson report on Form 4 (PHIN)?

The Form 4 reports a 08/29/2025 disposal of 30,672 common shares at $58.48 per share due to tax withholding on vested restricted stock.

How many PHIN shares does Brady Ericson beneficially own after the transaction?

After the reported transaction Mr. Ericson beneficially owns 407,587 shares, including 158,577 restricted shares and 53,927 restricted stock units.

Was the Form 4 sale a voluntary open-market transaction?

No. The filing states the shares were automatically and mandatorily withheld to satisfy tax withholding on vesting, indicating an administrative disposition rather than a voluntary sale.

Does the Form 4 report any derivative securities or option exercises by Brady Ericson?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.

Who signed the Form 4 for Brady Ericson and when?

The Form 4 was signed by Kelly A. Albin as attorney-in-fact for Brady D. Ericson on 09/03/2025.