Weerasinghe Rohan 4

What Happened

• Rohan Weerasinghe, a director of PHINIA Inc. (PHIN), had 8,551 deferred restricted stock units (DRSUs) vest on May 21, 2026. The Form 4 reports an exercise/conversion entry (code M) for 8,551 DRSUs (acquired) and a corresponding derivative disposition of 8,551 units at $0.00. No cash changed hands; these DRSUs are the economic equivalent of one share each and will settle into common stock only upon the reporting person's termination of board service.

Key Details

• Transaction date: May 21, 2026; Form 4 filed May 22, 2026 (timely).
• Reported transactions: Exercise/conversion (M) of 8,551 DRSUs (acquired) and disposition of 8,551 derivatives at $0.00.
• Price/value: Acquired price listed as N/A; disposition recorded at $0.00 — this reflects vesting/conversion of units, not a market sale.
• Shares owned following transaction: Not separately specified on the filing; includes 8,551 vested DRSUs that will settle upon termination (see footnotes).
• Footnotes: F1–F2 state each DRSU equals one share, the DRSUs vested on May 21, 2026, and will convert to common shares (including dividend equivalents) when the director's board service ends.

Context

• This is a vesting/conversion of deferred compensation (DRSUs), not an open-market purchase or sale. Because settlement occurs only upon termination of board service, there was no immediate transfer of common stock or cash proceeds.
• Such filings commonly reflect compensation vesting and do not by themselves indicate a change in the insider's view of the company's stock.