BORGWARNER INC — Director's Dealing 2023

Jul 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHINIA INC. (PHIN)
CIK: 0001968915
Period of Report: 2023-07-01

Reporting Person: BORGWARNER INC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-01	Common stock, par value $0.01 per share	J	47013497	—	Acquired	47013597	Direct
2023-07-03	Common stock, par value $0.01 per share	J	47013597	—	Disposed	0	Direct

Footnotes

F1: In connection with the spin-off of PHINIA Inc. ("PHINIA") by BorgWarner Inc. ("BorgWarner") and pursuant to the terms and conditions of the Contribution Agreement by and between BorgWarner and PHINIA, dated as of July 1, 2023, BorgWarner received 47,013,497 shares of PHINIA common stock, which when combined with the 100 shares of common stock held by BorgWarner prior thereto, equals the number of PHINIA shares distributed by BorgWarner in the Distribution, as such term is defined in the Separation and Distribution Agreement by and between BorgWarner and PHINIA, dated as of July 2, 2023 (the "Separation Agreement").

F2: In connection with the spin-off of PHINIA by BorgWarner and pursuant to the terms and conditions of the Separation Agreement, BorgWarner effected the Distribution, as such term is defined in the Separation Agreement, on July 3, 2023, and distributed all shares of PHINIA on a pro rata basis to the holders of record of BorgWarner common stock as of June 23, 2023, the record date.