Phinia Inc SEC Filings

PHINIA Inc. (PHIN) submitted a Form 144 notifying the SEC of a planned insider disposition of 3,100 common shares—about 0.008 % of the company’s 38.9 million shares outstanding. The stock, valued at an aggregate $157,487.75, was obtained via restricted-stock vesting on 28-Feb-2025 and may be sold on or after 06-Aug-2025 through Fidelity Brokerage Services on the NYSE. No other insider sales were reported in the preceding three months, and the filer attests to possessing no undisclosed adverse information. A Form 144 is a notice only; the transaction may or may not occur depending on market conditions.

PHINIA (NYSE: PHIN) Q2 2025 highlights

• Revenue: $890 m, +3% YoY; six-month sales $1.69 bn (-3% YoY).
• Profitability: Gross margin rose to 22.1% (21.7%); operating income $89 m vs $71 m; net earnings jumped to $46 m from $14 m.
• EPS: Diluted EPS $1.14 vs $0.31; YTD EPS $1.76 vs $0.93.
• Segment performance: Fuel Systems AOI $62 m (+19%); Aftermarket AOI $57 m (+8%).
• Cash & liquidity: June-end cash $347 m (-$137 m YTD); operating cash flow $97 m (-31% YoY); no borrowings on $500 m revolver; total debt $990 m.
• Capital deployment: $142 m share buybacks, $21 m dividends, $69 m capex.
• Balance sheet: Equity $1.63 bn, up $53 m; AOCI loss narrowed to $-76 m from $-217 m on FX gains.
• Tax: Effective rate 39% (62%); uncertain-tax reserves up $11 m.
• Guidance comments: Management expects CV & LV volumes to decline (mid-single & low-single-digit respectively) and projects flat to modestly higher 2025 sales, citing tariff headwinds and macro softness.
• M&A: Definitive deal to acquire Swedish Electromagnet Invest AB (SEM) for ~$47 m (close Q3 2025; adds ~$50 m revenue & ~$10 m EBITDA).
• Risks: BorgWarner tax dispute, potential tariff inflation, soft OEM demand.

On July 24, 2025, PHINIA Inc. (NYSE: PHIN) filed a Form 8-K under Item 2.02 to furnish—not file—its results for the quarter ended June 30, 2025. The filing attaches Exhibit 99.1, a press release that contains the actual financial figures, and notes that an accompanying earnings-call deck is available on the company’s investor site but is not incorporated into the SEC record. No revenue, EPS, guidance or other operating metrics appear in the 8-K itself, and no additional material events, transactions, leadership changes or accounting matters were disclosed. Because the information is furnished, it will not be deemed part of subsequent Exchange Act or Securities Act filings.

Insider Trading Update: Matthew Logar, VP and CIO of PHINIA, reported acquiring 116 shares of common stock through dividend reinvestment on June 16, 2025. The shares were acquired at $0 cost as part of the automatic reinvestment of dividends on existing restricted stock holdings.

Key Transaction Details:

• Total beneficial ownership following transaction: 19,760 shares
• Includes 18,542 restricted stock shares with reinvested dividends
• Ownership form: Direct
• Transaction type: Non-derivative securities acquisition

The Form 4 filing was submitted on June 18, 2025, through power of attorney by Kate Vandenberg. This transaction represents a routine dividend reinvestment on restricted stock awards rather than an open market purchase or sale.

PHINIA insider John Lipinski, VP and GM of Fuel Systems Europe, reported acquiring 100 shares of common stock on June 16, 2025, through dividend reinvestment on existing restricted stock awards. The shares were acquired at $0 cost as part of the company's automatic dividend reinvestment program for restricted stock holdings.

Following this transaction, Lipinski beneficially owns a total of 24,053 shares, including 16,143 restricted stock shares with reinvested dividends. The transaction was executed as a direct ownership position and was reported through an attorney-in-fact on June 18, 2025.

Key Transaction Details:

• Transaction Type: Automatic dividend reinvestment
• Security Type: Common Stock
• Transaction Code: A (Acquisition)
• Ownership Form: Direct (D)
• Role: Officer - VP and GM Fuel Systems Europe

PHINIA Vice President and GM of Global Aftermarket Neil Fryer acquired additional shares through dividend reinvestment on June 16, 2025. The Form 4 filing discloses:

• Acquisition of 110 shares of restricted stock units through automatic dividend reinvestment at $0 cost basis
• Total beneficial ownership following the transaction: 21,916 shares, including 17,627 restricted stock units
• Transaction was executed under standard dividend reinvestment terms for outstanding RSU awards

The filing was signed by Kate Vandenberg as attorney-in-fact for Neil Fryer on June 18, 2025. This routine transaction demonstrates continued alignment between executive compensation and shareholder interests through equity-based awards.

PHINIA Vice President of Operational Excellence, Christopher Gustanski, reported insider trading activity on June 16, 2025. The transaction involved the acquisition of 91 shares of common stock through dividend reinvestment on restricted stock holdings at a price of $0.

Key transaction details:

• Total beneficial ownership following the transaction: 23,146 shares
• Of the total shares owned, 14,478 are restricted stock including reinvested dividends
• Ownership form is direct (D)
• Transaction was executed under transaction code 'A' (Grant, award, or other acquisition)

The Form 4 was filed on June 28, 2025, and signed by Kate Vandenberg as attorney-in-fact for Christopher Gustanski on June 18, 2025. This transaction represents automatic dividend reinvestment as required by the terms of the restricted stock awards.

PHINIA Inc. (PHIN) reported insider trading activity by Dori Sebastian, Vice President and CPO, on June 16, 2025. The transaction involved the acquisition of 84 shares of common stock through restricted stock units (RSUs) following automatic dividend reinvestment.

Key transaction details:

• Transaction resulted from dividend reinvestment on existing RSUs at $0 cost basis
• Following the transaction, Sebastian beneficially owns 19,224 shares directly
• Of the total shares owned, 13,398 are restricted stock units including reinvested dividends

The Form 4 was filed on June 28, 2025, and signed by Kate Vandenberg as attorney-in-fact for Sebastian Dori. This transaction demonstrates continued alignment between executive compensation and shareholder interests through equity-based compensation.