Gropp Chris P 4

What Happened
Chris P. Gropp, Senior Vice President and Chief Financial Officer of PHINIA Inc. (PHIN), was granted a total of 6,311 restricted shares on February 9, 2026 (two awards: 5,658 and 653 shares). The awards are reported at $0.00 per share (total reported value $0) and are grants of restricted common stock rather than open‑market purchases or sales.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Grant details: 5,658 shares (A) and 653 shares (A) — total 6,311 restricted shares; reported price $0.00.
• Vesting: Footnote F1 — the restricted stock vests in three substantially equal annual installments beginning February 28, 2027.
• Holdings reported in footnotes: F2 references 41,407 shares of restricted stock; F3 references 3,593 restricted shares (the filer disclaims beneficial ownership of the F3 amount).
• Shares owned after the reported transaction are not specified in the supplied summary of the filing.

Context
This was an equity award (code A) — a common form of executive compensation — not a market purchase or sale. Restricted shares typically vest over time (here, three annual installments), so they are subject to vesting conditions and are not an immediate market investment by the insider. The F3 disclaimer means the filer says they are not the beneficial owner of those 3,593 shares for purposes of Section 16.