Form 4: PHINIA Director Robin Kendrick Reports Acquisition of Deferred Restricted Stock Units

PHINIA Inc. Director Robin Kendrick has reported the acquisition of 29 Deferred Restricted Stock Units (DRSUs) through dividend reinvestment, increasing his beneficial ownership.

Summary

• Robin Kendrick, a Director of PHINIA INC. (PHIN), acquired 29 Deferred Restricted Stock Units (DRSUs) on June 16, 2025.
• This acquisition was a result of the automatic reinvestment of dividends on previously held outstanding DRSUs, as required by the terms of the award.
• Each DRSU is the economic equivalent of one share of PHINIA Inc. common stock.
• These DRSUs will vest on the one-year anniversary of the grant date and will settle into an equal number of common shares upon Mr. Kendrick's termination of board service, pursuant to the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan.
• Following this transaction, Mr. Kendrick beneficially owns 16,556 shares of Common Stock directly, 15,794 shares indirectly via a Trust, and 4,658 Deferred Restricted Stock Units directly.

Sentiment

Score: 7

Explanation: The acquisition of equity units by a director, even through dividend reinvestment, is generally a positive signal of continued alignment with shareholder interests and confidence in the company's long-term prospects. It's a routine compensation event, not a major market mover, hence a moderately positive score.

Positives

• The acquisition of 29 Deferred Restricted Stock Units (DRSUs) by Director Robin Kendrick further aligns his interests with those of shareholders.
• The transaction is part of a standard dividend reinvestment process for existing equity awards, indicating a consistent and established compensation structure.

Future Outlook

The acquired Deferred Restricted Stock Units (DRSUs) are set to vest on the one-year anniversary of the grant date and will settle into common stock upon the reporting person's termination of board service, as per the company's compensation plans.

Industry Context

This filing represents a routine insider transaction related to director compensation, common across publicly traded companies as a mechanism to align executive and director interests with shareholder value through equity awards.

Comparison to Industry Standards

• The use of Deferred Restricted Stock Units (DRSUs) as part of director compensation, including dividend reinvestment features, is a standard practice in corporate governance across various industries, aligning director incentives with long-term company performance and shareholder returns. Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's transaction.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Restricted Stock Units by Director Robin Kendrick from PHINIA Inc. constitutes a related party transaction, as it involves a compensation arrangement between the company and a member of its board.

Stakeholder Impact

• Shareholders: Minor potential dilution from future share issuance upon settlement of DRSUs, but also increased alignment of director's interests with long-term shareholder value.

Next Steps

• The 29 Deferred Restricted Stock Units (DRSUs) will vest on the one-year anniversary of the grant date (June 16, 2026).
• The DRSUs will settle into an equal number of shares of the issuer's Common Stock upon Robin Kendrick's termination of board service.

Key Dates

Keywords

PHINIA INC., PHIN, SEC Form 4, Insider Transaction, Robin Kendrick, Director Compensation, Deferred Restricted Stock Units, DRSU, Dividend Reinvestment, Equity Compensation