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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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:
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| (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. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| 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
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| 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.
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| 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.
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