Phillips 66 SEC Filings

Phillips 66 insider plans stock sale under Rule 144. A holder of Phillips 66 common stock has filed a notice to sell 12,100 shares of common stock through broker Merrill Lynch on or about 11/18/2025 on the NYSE. The filing lists an aggregate market value for these shares of $1,669,800 and notes that 402,921,135 shares of Phillips 66 common stock were outstanding. The shares to be sold were acquired on 02/06/2018 via a stock option from Phillips 66 and are to be sold using a cashless sale method.

The notice also reports that Brian Mandell, at the same Phillips 66 address, sold 14,100 shares of common stock on 11/18/2025 for $1,936,942.10 in gross proceeds during the past three months. By signing the notice, the seller represents that they do not know of any undisclosed material adverse information about Phillips 66’s current or prospective operations.

Phillips 66 (PSX) has a shareholder planning to sell up to 14,100 shares of common stock under Rule 144. The proposed sale, through Merrill Lynch on the NYSE, has an indicated aggregate market value of $1,936,941.24. Phillips 66 had 402,921,135 shares outstanding when this notice was prepared, so the planned sale represents only a small portion of the company’s stock. The shares were originally acquired on 02/07/2017 via a stock option from Phillips 66 and are intended to be disposed of in a cashless sale around 11/18/2025. The seller also represents that they are not aware of undisclosed material adverse information about the company.

Phillips 66 (PSX) reported an insider transaction by its Exec. VP and CFO. On 11/07/2025, the officer exercised stock options for 16,400 shares at $94.85 and 13,600 shares at $74.70, then sold 30,000 shares at $138. According to the filing, these option exercises and related sales were made solely at the direction of the reporting person's ex-spouse under a domestic relations order, and the ex-spouse will retain the after-tax proceeds.

Following the transactions, the officer beneficially owned 89,771 shares directly and 1,300.777 shares indirectly via the COP Savings Plan. The direct holdings include 32,540 Restricted Stock Units that settle 1-for-1 in PSX common stock.

Phillips 66 (PSX): A holder filed a Form 144 notice to sell up to 30,000 shares of common stock. The planned sales would be executed through Merrill Lynch on the NYSE, with an aggregate market value listed at $4,139,100 and an approximate sale date of 11/07/2025.

The notice shows the shares were acquired via stock awards from Phillips 66: 16,400 shares on 02/06/2018 and 13,600 shares on 02/09/2021, each marked as compensatory payment. Shares outstanding were 402,921,135; this is a baseline figure, not the amount being sold.

Phillips 66 (PSX) director reported an equity acquisition. On 11/03/2025, the director acquired 94 shares of common stock, tied to an election to receive Restricted Stock Units (RSUs) in lieu of the annual cash retainer. The filing lists a reference price of $136.755, the average of the high and low on that date.

Following this transaction, the director beneficially owned 29,806.8108 shares directly, including 11,206.8108 RSUs that convert to common stock on a 1‑for‑1 basis.

The Vanguard Group filed Amendment No. 13 to Schedule 13G for Phillips 66. Vanguard reports beneficial ownership of 51,721,704 shares of Phillips 66 common stock, representing 12.79% of the class as of 09/30/2025. Vanguard reports 0 shares with sole voting power and 2,399,066 shares with shared voting power. It lists 47,826,858 shares with sole dispositive power and 3,894,846 shares with shared dispositive power.

Vanguard states the securities are held in the ordinary course and not for the purpose of changing or influencing control. Its clients have rights to dividends or sale proceeds associated with the reported securities, and no single client’s interest exceeds 5% of the class.

Phillips 66 reported third‑quarter 2025 net income attributable to the company of $133 million ($0.32 diluted EPS) on total revenues and other income of $34.979 billion. For the first nine months, net income attributable to the company was $1.497 billion ($3.66 diluted EPS).

Results included $951 million of impairments in the quarter, primarily a $948 million noncash impairment of the equity investment in WRB after agreeing to acquire the remaining 50% interest, which closed on October 1, 2025 for $1.3 billion cash. The Los Angeles Refinery wind‑down drove accelerated depreciation of $265 million in Q3 ($800 million year‑to‑date), an asset retirement obligation of $288 million, and a $69 million environmental accrual.

Portfolio actions remained active: Phillips 66 acquired Coastal Bend NGL assets for $2.2 billion, sold its 49% stake in Coop Mineraloel for $1.2 billion (about $1.0 billion gain), and DCP Midstream sold a 25% interest in Gulf Coast Express for $853 million (about $68 million gain). The company issued $2.0 billion of junior subordinated notes, upsized its receivables securitization to $1.25 billion, and had $897 million of commercial paper outstanding. Shares outstanding were 402,921,135 as of September 30, 2025.

Phillips 66 furnished an 8-K announcing financial and operating results for the quarter ended September 30, 2025. The company issued a press release on October 29, 2025, with additional supplemental financial and operating information. These materials are provided as Exhibits 99.1 and 99.2 and are incorporated by reference. The information is furnished and not deemed filed under the Exchange Act.

Gregory Hayes, a director of Phillips 66 (PSX), elected to receive 95 Restricted Stock Units (RSUs) in lieu of his monthly cash retainer, with the RSUs converting 1-for-1 into Phillips 66 common stock. The transaction date is 10/01/2025 and the filing was signed on 10/02/2025. The form reports an average price of $135.34 based on the high and low on 10/01/2025 and shows total beneficial ownership following the transaction of 29,712.8108 shares, which includes 11,112.8108 RSUs that will settle into shares.