PHINIA Inc. Schedule 13G/A reports institutional holdings by Voss-affiliated entities. The filing lists 37,915,162 Shares outstanding as of February 5, 2026 and discloses beneficial ownership positions: Voss Capital and Travis W. Cocke each may be deemed to beneficially own 876,532 shares (approximately 2.31%). Other reporting persons include Voss Value Master Fund (149,029 shares, 0.39%), and Voss Value-Oriented Special Situations Fund (20,000 shares, 0.05%). The cover-page table shows voting and dispositive powers per entity.
Positive
None.
Negative
None.
Insights
Voss group holds a modest 2.31% stake; positions are split across funds and managed accounts.
The filing identifies combined economic exposure controlled or attributable to Voss entities and Mr. Cocke, with detailed voting and dispositive powers shown on the cover pages. The 37,915,162 share base anchors the disclosed percentages.
Key dependencies include the composition of the "Voss Managed Accounts" and any future amendments; subsequent filings would disclose material changes in ownership percentages or voting arrangements.
Key Figures
Shares outstanding:37,915,162 sharesVoss Capital beneficial ownership:876,532 sharesTravis W. Cocke beneficial ownership:876,532 shares+2 more
5 metrics
Shares outstanding37,915,162 sharesas of <date>February 5, 2026</date>
Voss Capital beneficial ownership876,532 sharesreported beneficial ownership, <percent>2.31%</percent> of outstanding
Travis W. Cocke beneficial ownership876,532 sharesreported beneficial ownership, <percent>2.31%</percent> of outstanding
Voss Value Master Fund ownership149,029 sharesreported beneficial ownership, <percent>0.39%</percent>
Voss Value-Oriented Special Situations Fund ownership20,000 sharesreported beneficial ownership, <percent>0.05%</percent>
Key Terms
beneficially owned, Schedule 13G/A, Voss Managed Accounts, sole dispositive power
4 terms
beneficially ownedregulatory
"As of the date hereof: a) Voss Value Master Fund beneficially owned 149,029 Ordinary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13G/Aregulatory
"PHINIA INC. ... SCHEDULE 13G/A (Amendment No. 1)"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Voss Managed Accountsfinancial
"707,503 Shares held in the Voss Managed Accounts"
sole dispositive powerregulatory
"Sole Dispositive Power 149,029.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PHINIA INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
71880K101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
71880K101
1
Names of Reporting Persons
Voss Value Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
149,029.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
149,029.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
149,029.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
71880K101
1
Names of Reporting Persons
Voss Value-Oriented Special Situations Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
20,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
20,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
71880K101
1
Names of Reporting Persons
Voss Advisors GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
169,029.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
169,029.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
169,029.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
71880K101
1
Names of Reporting Persons
Voss Capital, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
719,029.00
6
Shared Voting Power
157,503.00
7
Sole Dispositive Power
719,029.00
8
Shared Dispositive Power
157,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
876,532.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
71880K101
1
Names of Reporting Persons
Cocke Travis W.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
719,029.00
6
Shared Voting Power
157,503.00
7
Sole Dispositive Power
719,029.00
8
Shared Dispositive Power
157,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
876,532.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PHINIA INC.
(b)
Address of issuer's principal executive offices:
3000 UNIVERSITY DRIVE, AUBURN HILLS, MICHIGAN, 48326
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
1. Voss Value Master Fund, L.P. ("Voss Value Master Fund");
2. Voss Value-Oriented Special Situations Fund, L.P. ("Voss Value-Oriented Special Situations Fund");
3. Voss Advisors GP, LLC ("Voss GP");
4. Voss Capital, L.P. ("Voss Capital"); and
5. Travis W. Cocke.
(b)
Address or principal business office or, if none, residence:
a) Voss Value Master Fund: 3773 Richmond, Suite 500 Houston, Texas 77046
b) Voss Value-Oriented Special Situations Fund: 3773 Richmond, Suite 500 Houston, Texas 77046
c) Voss GP: 3773 Richmond, Suite 500 Houston, Texas 77046
d) Voss Capital: 3773 Richmond, Suite 500 Houston, Texas 77046
e) Travis W. Cocke: 3773 Richmond, Suite 500 Houston, Texas 77046
(c)
Citizenship:
a) Voss Value Master Fund: Cayman Islands
b) Voss Value-Oriented Special Situations Fund: Delaware
c) Voss GP: Texas
d) Voss Capital: Texas
e) Travis W. Cocke: USA
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
71880K101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date hereof:
a) Voss Value Master Fund beneficially owned 149,029 Ordinary Shares of the Issuer (the "Shares").
b) Voss Value-Oriented Special Situations Fund beneficially owned 20,000 Shares.
c) Voss GP, as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 149,029 Shares beneficially owned by Voss Value Master Fund and (ii) 20,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund.
d) Voss Capital, as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain accounts managed by Voss Capital (the "Voss Managed Accounts"), may be deemed the beneficial owner of the (i) 149,029 Shares beneficially owned by Voss Value Master Fund, (ii) 20,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 707,503 Shares held in the Voss Managed Accounts.
e) Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 149,029 Shares owned by Voss Value Master Fund, (ii) 20,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 707,503 Shares held in the Voss Managed Accounts.
(b)
Percent of class:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 37,915,162 Shares outstanding as of February 5, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Form 10K filed with the Securities and Exchange Commission on February 12, 2026.
As of the date hereof:
(i) Voss Value Master Fund may be deemed to beneficially own approximately 0.39% of the outstanding Shares;
(ii) Voss Value-Oriented Special Situations Fund may be deemed to beneficially own approximately 0.05% of the outstanding Shares;
(iii) Voss GP may be deemed to beneficially own approximately 0.45% of the outstanding Shares;
(iv) Voss Capital may be deemed to beneficially own approximately 2.31% of the outstanding Shares (approximately 1.86% of the outstanding Shares are held in the Voss Managed Accounts); and
(v) Mr. Cocke may be deemed to beneficially own approximately 2.31% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on April 1, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Voss Value Master Fund, LP
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:
04/22/2026
Voss Value-Oriented Special Situations Fund, LP
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
What stake does Voss Capital report in PHIN (PHIN)?
Voss Capital may be deemed to beneficially own 876,532 shares (approximately 2.31%). This figure is reported relative to 37,915,162 shares outstanding as of February 5, 2026, and includes shares in Voss-managed accounts.
How many shares does Travis W. Cocke beneficially own in PHIN?
Travis W. Cocke may be deemed to beneficially own 876,532 shares (approximately 2.31%). That total reflects ownership attributable through Voss entities and Voss Managed Accounts listed in the filing.
What is the basis for the ownership percentages in the filing?
Percentages use 37,915,162 shares outstanding as of February 5, 2026. Each reporting person’s percentage is computed by dividing their reported beneficially owned shares by that stated outstanding share count.
Does the 13G/A show voting power details for the reported shares?
Yes. The cover-page table lists sole and shared voting and dispositive powers for each reporting person, for example Voss Value Master Fund shows sole voting and dispositive power over 149,029 shares.
Which entities comprise the group filing this 13G/A for PHIN?
The Reporting Persons are Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss Advisors GP, Voss Capital, and Travis W. Cocke. The filing lists addresses, citizenship, and entity roles for each.
