05/27/2026 | Press release | Distributed by Public on 05/27/2026 14:18
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Restricted Stock Units | (2) | 05/22/2026 | A | 2,140 | (2) | (2) | Common Stock | 2,140 | $ 0 | 2,140 | D | ||||
| Deferred Restricted Stock Units | (3) | 05/22/2026 | A | 3,075 | (3) | (3) | Common Stock | 3,075 | $74.8 | 5,215 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Weerasinghe Rohan 3000 UNIVERSITY DRIVE AUBURN HILLS, MI 48326 |
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| /s/ Kelly A. Albin as attorney-in-fact for Rohan Weerasinghe | 05/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 8,551 deferred restricted stock units ("DRSUs") that have vested and will settle upon the reporting person's termination of board service. |
| (2) | Represents 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 May 22, 2027. 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. |
| (3) | 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 May 22, 2027. 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. |