PHINIA director receives 2,140-share stock grant

Kendrick Robin reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kendrick Robin reported acquisition or exercise transactions in this Form 4 filing.

PHINIA INC. director Robin Kendrick received an equity award of 2,140 shares of common stock as a grant on May 22, 2026. The award is in the form of restricted stock that will vest on May 22, 2027, reflecting routine compensation for an independent director.

After this grant, Kendrick directly holds 23,420 shares of PHINIA common stock, which include 2,140 restricted shares and 4,724 deferred restricted stock units that have vested and will settle upon termination of board service. An additional 15,794 shares are held indirectly through a trust.

Insider Trade Summary

Grant/Award: 2,140 shares

Grant/Award 2 txns

Insider Kendrick Robin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,140	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 23,420 shares (Direct); Common Stock — 15,794 shares (Indirect, By Trust)

Footnotes (2)

1. F1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027.
2. F2. Includes 2,140 shares of restricted stock and 4,724 deferred restricted stock units that have vested and will settle upon the reporting person's termination of board service.

Key Figures

Restricted stock grant: 2,140 shares Grant price: $0.0000 per share Direct holdings after grant: 23,420 shares +3 more

6 metrics

Restricted stock grant 2,140 shares Annual grant of restricted stock to independent director on May 22, 2026

Grant price $0.0000 per share Equity award with no cash purchase price

Direct holdings after grant 23,420 shares Common stock directly owned after May 22, 2026 transaction

Indirect trust holdings 15,794 shares Common stock held indirectly by trust as of May 22, 2026

Deferred restricted stock units 4,724 units Vested units settling upon termination of board service

Vesting date for new grant May 22, 2027 Vesting date for 2,140-share restricted stock award

Key Terms

restricted stock, independent directors, deferred restricted stock units, indirect

4 terms

restricted stock financial

"Represents an annual grant of restricted stock to independent directors."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

independent directors financial

"Represents an annual grant of restricted stock to independent directors."

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

deferred restricted stock units financial

"Includes 2,140 shares of restricted stock and 4,724 deferred restricted stock units that have vested"

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.

indirect financial

"15,794.0000, I, By Trust, ownership_type indirect, ownership_code I"

FAQ

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

What did PHINIA (PHIN) director Robin Kendrick report in this Form 4?

Robin Kendrick reported receiving 2,140 shares of PHINIA common stock as a restricted stock grant. This is a compensation-related equity award to an independent director, not an open-market stock purchase or sale.

How many PHINIA (PHIN) shares does Robin Kendrick hold after this transaction?

Following the grant, Robin Kendrick directly holds 23,420 PHINIA common shares. This figure includes 2,140 restricted shares and 4,724 vested deferred restricted stock units, plus separate indirect holdings through a trust.

When do Robin Kendrick’s new PHINIA (PHIN) restricted shares vest?

The 2,140 restricted shares granted to Robin Kendrick vest on May 22, 2027. Until vesting, they remain subject to restrictions typically tied to continued board service as an independent director.

Is the PHINIA (PHIN) Form 4 transaction an open-market buy or sell?

The transaction is not an open-market buy or sell. It is recorded under code A, indicating a grant, award, or other acquisition of shares as part of director compensation rather than a discretionary market trade.

What indirect PHINIA (PHIN) holdings does Robin Kendrick report?

The filing shows 15,794 PHINIA common shares held indirectly by a trust. These trust-held shares are reported as indirect ownership, separate from Kendrick’s directly held and restricted stock positions.

What are deferred restricted stock units mentioned in the PHINIA (PHIN) filing?

Deferred restricted stock units are vested equity units that will settle into shares later. Kendrick’s holdings include 4,724 such units, already vested and scheduled to settle when board service with PHINIA ends.

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

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Accepted by SEC EDGAR 05/27/2026 - 04:18 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)
05/22/2026

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	05/22/2026		A		2,140(1)	A	$0	23,420(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

Explanation of Responses:

1. Represents an annual grant of restricted stock to independent directors. The shares will vest on May 22, 2027.

2. Includes 2,140 shares of restricted stock and 4,724 deferred restricted stock units 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	05/27/2026
	** 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)