Robin Kendrick - 21 May 2025 Form 4 Insider Report for PHINIA INC. (PHIN)

Role: Director
Signature: /s/ Robert Boyle as attorney-in-fact for Robin Kendrick
Issuer symbol: PHIN
Transactions as of: 21 May 2025
Net transactions value: +$56,445
Form type: 4
Filing time: 23 May 2025, 16:24:49 UTC
Previous filing: 18 Mar 2025
Next filing: 18 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Kendrick Robin	Director	3000 UNIVERSITY DRIVE, AUBURN HILLS	/s/ Robert Boyle as attorney-in-fact for Robin Kendrick	23 May 2025	0001531378

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PHIN	Common Stock						16,556	21 May 2025	Direct
holding	PHIN	Common Stock						15,794	21 May 2025	By Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PHIN	Deferred Restricted Stock Units	Award	$0	+3,299		$0.000000	3,299	21 May 2025	Common Stock	3,299		Direct	F1
transaction	PHIN	Deferred Restricted Stock Units	Award	$56,445	+1,330	+40%	$42.44	4,629	21 May 2025	Common Stock	1,330		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents deferred restricted stock units ("DRSUs") that the reporting person elected to receive in lieu of the annual non-employee director grant of shares of restricted stock. Each 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.
F2	Represents DRSUs that the reporting person elected to receive in lieu of the annual non-employee director cash retainer. Each 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.

Content

Represents deferred restricted stock units ("DRSUs") that the reporting person elected to receive in lieu of the annual non-employee director grant of shares of restricted stock. Each 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.

Represents DRSUs that the reporting person elected to receive in lieu of the annual non-employee director cash retainer. Each 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.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.