Phillips 66 (NYSE: PSX) to acquire remaining 50% of WRB Refining LP in $1.4B deal

Rhea-AI Filing Summary

Phillips 66 signed a definitive agreement for certain subsidiaries to acquire the remaining 50% equity interest in WRB Refining LP, a refining joint venture the company already operates and manages. The stake will be purchased from subsidiaries of Cenovus Energy Inc. for $1.4 billion, subject to customary purchase price adjustments. Once completed, this transaction will move Phillips 66 from joint ownership to full ownership of WRB Refining LP, consolidating control over the associated refining assets.

Insights

Energy M&A and downstream operations analyst

Phillips 66 moves to full ownership of a key refining JV with a $1.4 billion deal.

Phillips 66 has agreed for certain subsidiaries to buy the remaining 50% equity interest in WRB Refining LP from Cenovus Energy subsidiaries for $1.4 billion, subject to customary purchase price adjustments. WRB is already operated and managed by Phillips 66, so this step shifts the structure from a 50/50 joint venture to full ownership under the company.

The transaction implies a significant capital outlay, as indicated by the $1.4 billion price, in exchange for complete economic and governance control over the WRB refining assets. That can simplify decision-making and align operational and financial outcomes directly with Phillips 66, but it also concentrates exposure to refining margins and asset performance that were previously shared with Cenovus.

Investors will likely focus on how full ownership of WRB affects Phillips 66’s refining capacity mix, cash flows, and capital allocation once the deal closes, as well as any future disclosures about purchase price adjustments and post-closing performance that the company provides in subsequent reports.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

September 9, 2025

Date of Report (Date of earliest event reported)

Phillips 66

(Exact name of registrant as specified in its charter)

Delaware		001-35349		45-3779385
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2331 CityWest Boulevard

Houston, Texas 77042

(Address of Principal Executive Offices and Zip Code)

(832) 765-3010

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		PSX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 9, 2025, Phillips 66 (the “Company”) issued a press release announcing that certain of its subsidiaries have entered into a definitive agreement to acquire the remaining 50% equity interest in WRB Refining LP, a joint venture for which the Company is currently the operator and managing partner, from subsidiaries of Cenovus Energy Inc. for $1.4 billion, subject to customary purchase price adjustments. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release of Phillips 66, dated September 9, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Phillips 66
Dated: September 9, 2025				By:		/s/ Vanessa A. Sutherland
						Vanessa A. Sutherland Executive Vice President

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FAQ

What major transaction did Phillips 66 (PSX) disclose in this 8-K?

Phillips 66 disclosed that certain of its subsidiaries entered into a definitive agreement to acquire the remaining 50% equity interest in WRB Refining LP.

How much is Phillips 66 paying for the remaining 50% of WRB Refining LP?

Phillips 66 agreed to pay $1.4 billion, subject to customary purchase price adjustments, to acquire the remaining 50% equity interest in WRB Refining LP.

Who is selling the remaining WRB Refining LP interest to Phillips 66 (PSX)?

The remaining 50% equity interest in WRB Refining LP will be acquired from subsidiaries of Cenovus Energy Inc..

What is Phillips 66’s role in WRB Refining LP before this transaction?

Before this agreement, Phillips 66 was already the operator and managing partner of WRB Refining LP under the existing joint venture structure.

What will change for WRB Refining LP after the Phillips 66 acquisition closes?

After completion, Phillips 66 will move from owning half of WRB Refining LP to 100% ownership, consolidating full control and economics of the refining venture.

Where can investors find more detail on this Phillips 66 (PSX) transaction?

A press release dated September 9, 2025 with more details is attached as Exhibit 99.1 to the 8-K and incorporated by reference.