PHINIA INC

Trading Arrangements

During the year ended December 31, 2024, none of the individuals serving as the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, at that time adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Change of Control Arrangements

As of February 10, 2025, the Company entered into Amended and Restated Change of Control Employment Agreements (Amended Agreements) with each of its executive officers, including the Chief Executive Officer (CEO). Among other updates, the Amended Agreements (i) increase the CEO’s multiplier for cash severance benefits in the case of termination by the Company (other than for cause, death, or disability) or the CEO’s termination for good reason from two times the sum of annual base salary and target bonus to three times the sum of annual base salary and target bonus and (ii) for all executive officers, provide that in the case that the successor or purchaser in a change of control does not assume or issue replacement awards, the performance goals with respect to outstanding performance awards will be deemed to have been fully earned and achieved at projected actual performance levels (as determined by the Compensation Committee, in its sole discretion), the performance period will be deemed to have ended on the date of the change of control, and all other conditions will be deemed to have been satisfied.

The foregoing summary of the Amended Agreements does not purport to be complete and is qualified in its entirety by reference to the CEO Form of Amended and Restated Change of Control Employment Agreement and Non-CEO Form of Amended and Restated Change of Control Employment Agreement, which are attached to this Annual Report on Form 10-K as Exhibit 10.31 and Exhibit 10.32, respectively.