Form 4: PHINIA Director Plans Future DRSU Acquisition

PHINIA Director Rohan Weerasinghe filed a Form 4 indicating the future acquisition of 39 Deferred Restricted Stock Units through dividend reinvestment, effective December 12, 2025, under a Rule 10b5-1 plan.

Summary

• Rohan Weerasinghe, a Director at PHINIA INC., filed a Form 4 reporting a planned future transaction.
• The filing indicates the acquisition of 39 Deferred Restricted Stock Units (DRSUs) on December 12, 2025.
• These DRSUs are to be acquired through the automatic reinvestment of dividends on outstanding DRSUs, as required by the award terms.
• 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.
• The DRSUs will settle into an equal number of shares of the issuer's Common Stock upon Mr. Weerasinghe's termination of board service, pursuant to the Director Deferred Compensation Program and 2023 Stock Incentive Plan.
• Following this reported transaction, Mr. Weerasinghe will beneficially own 8,510 DRSUs.
• He also directly owns 22,686 shares of Common Stock and indirectly owns 12 shares via a managed account.
• The transaction is made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine insider transaction (dividend reinvestment) which demonstrates continued director alignment with shareholder interests, but does not indicate significant new operational or financial developments for the company.

Positives

• Director Weerasinghe's continued accumulation of equity through dividend reinvestment demonstrates ongoing alignment with shareholder interests.
• The existence of a Director Deferred Compensation Program and Stock Incentive Plan indicates a structured approach to executive compensation and retention.

Future Outlook

The 39 DRSUs acquired on December 12, 2025, will vest on their one-year anniversary of the grant date. These DRSUs will settle into common stock upon the reporting person's termination of board service, as per the company's compensation plans.

Industry Context

This Form 4 filing is a standard disclosure of an insider equity transaction and does not inherently provide broader industry context. It reflects a common practice of director compensation and equity accumulation, aligning director interests with shareholder value.

Comparison to Industry Standards

• The use of Deferred Restricted Stock Units (DRSUs) as part of director compensation, with vesting and settlement upon board service termination, is a common practice across various industries to incentivize long-term commitment and align interests with shareholders.
• The automatic reinvestment of dividends into additional equity units is a standard feature of many equity compensation plans, ensuring that directors benefit from and are exposed to the company's performance.

Stakeholder Impact

• Shareholders: The director's increased equity stake through dividend reinvestment further aligns his interests with long-term shareholder value and company performance.

Next Steps

• The 39 DRSUs acquired on December 12, 2025, will vest on their one-year anniversary.
• The DRSUs will settle into common stock upon Rohan Weerasinghe's termination of board service, as per the issuer's Director Deferred Compensation Program and 2023 Stock Incentive Plan.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction involving the acquisition of Deferred Restricted Stock Units through dividend reinvestment, which is an expected part of director compensation. It does not provide new information that would warrant a change in investment recommendation, thus a 'hold' stance is maintained.

Keywords

PHINIA, PHIN, Form 4, Insider Trading, Director Compensation, Restricted Stock Units, DRSU, Equity Compensation, Dividend Reinvestment, Rohan Weerasinghe, Rule 10b5-1