PHINIA INC.

Second Amended and Restated By-Laws

On July 21, 2025, the Board approved the Second Amended and Restated By-Laws of PHINIA Inc., effective as of such date (the Amended and Restated By-Laws).

The Amended and Restated By-Laws include certain changes to the notice procedures by which shareholders may recommend nominees for election to the Board, among other updates, including:

•certain revisions to conform to the Delaware General Corporation Law (the DGCL), including giving the Company the ability to provide shareholders information regarding an adjourned meeting in any manner permitted by the DGCL;

•clarification of procedures, definitions and disclosure requirements set forth in the advance notice by-law provisions for director nominations made and business proposals submitted by shareholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); and

•incorporation of certain administrative and modernizing changes.

The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Trading Arrangements

During the six months ended June 30, 2025, 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.