Phillips 66 (NYSE: PSX) sells junior subordinated notes in 2056 offering

Rhea-AI Filing Summary

Phillips 66 Company, fully guaranteed by Phillips 66, has entered into a Terms Agreement for an underwritten public offering of two series of junior subordinated notes. The company is offering $1,000,000,000 aggregate principal amount of 5.875% Series A Junior Subordinated Notes due 2056 and $1,000,000,000 aggregate principal amount of 6.200% Series B Junior Subordinated Notes due 2056. The notes are issued under a Subordinated Indenture dated September 18, 2025, among Phillips 66 Company as issuer, Phillips 66 as guarantor, and U.S. Bank Trust Company, National Association as trustee. The sale of the notes is registered under an effective shelf registration statement on Form S-3, and related agreements, indenture, note forms, and legal and tax opinions are filed as exhibits.

Insights

Credit and capital structure analyst

Phillips 66 adds long-dated junior subordinated debt to its capital structure.

Phillips 66 Company is issuing two junior subordinated note series, each with $1,000,000,000 aggregate principal, maturing in 2056. Coupons are 5.875% for Series A and 6.200% for Series B, and the notes are fully and unconditionally guaranteed by Phillips 66.

Junior subordinated notes typically rank below senior debt, so they provide long-term funding that can support balance sheet flexibility without displacing existing higher-priority creditors. The use of a shelf registration and standard underwriting suggests a conventional capital markets transaction under established documentation.

The long maturity and coupon levels lock in fixed-rate subordinated funding, which may affect interest expense and leverage over time, though the excerpt does not quantify overall debt levels. Future periodic filings could show how this issuance interacts with the company’s broader funding, refinancing, and liability management strategy.

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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 16, 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 16, 2025, Phillips 66 Company entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated September 16, 2025 (the “Terms Agreement”), among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by Phillips 66 Company of $1,000,000,000 aggregate principal amount of its 5.875% Series A Junior Subordinated Notes due 2056 (the “Series A 2056 Notes”) and $1,000,000,000 aggregate principal amount of its 6.200% Series B Junior Subordinated Notes due 2056 (the “Series B 2056 Notes” and, together with the Series A 2056 Notes, the “Notes”), in each case fully and unconditionally guaranteed by Phillips 66, and issued pursuant to the Subordinated Indenture, dated as of September 18, 2025 (the “Indenture”), among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Indenture and the terms of the Notes are further described under “Description of the Notes” in the prospectus supplement of Phillips 66 Company and Phillips 66 dated September 16, 2025 together with the related prospectus dated July 28, 2025, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on September 17, 2025, which descriptions are incorporated herein by reference. The sale of the Notes was registered under Phillips 66 and Phillips 66 Company’s registration statement on Form S-3 filed on July 28, 2025 (File Nos. 333-289011 and 333-289011-01) (the “Registration Statement”).

A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the forms of the terms of Notes of each series have been filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this report and are incorporated herein by reference. Additionally, the legal opinion and tax opinion of Gibson, Dunn & Crutcher LLP, each issued in connection with the offering of the Notes, are attached hereto as Exhibits 5.1 and 8.1, respectively, and are incorporated herein by reference. The following exhibits filed with this report are incorporated by reference in the Registration Statement: Exhibits 1.1, 4.1, 4.2, 4.3, 5.1 and 8.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1		Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated September 16, 2025, among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement.
4.1		Subordinated Indenture, dated as of September 18, 2025, among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, in respect of subordinated debt securities of Phillips 66 Company
4.2		Form of the terms of the Series A 2056 Notes, including the form of the Series A 2056 Note.
4.3		Form of the terms of the Series B 2056 Notes, including the form of the Series B 2056 Note.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
8.1		Tax Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
By:		/s/ Vanessa A. Sutherland
		Vanessa A. Sutherland
		Executive Vice President

September 18, 2025

FAQ

What did Phillips 66 (PSX) announce regarding new debt securities?

Phillips 66 Company disclosed an underwritten public offering of two junior subordinated note series, each with $1,000,000,000 aggregate principal amount, due 2056. The notes are fully and unconditionally guaranteed by Phillips 66 and issued under a new subordinated indenture.

What are the key terms of Phillips 66’s Series A 2056 junior subordinated notes?

The Series A 2056 Notes have an aggregate principal amount of $1,000,000,000 and a fixed coupon of 5.875%, maturing in 2056. They are junior subordinated obligations of Phillips 66 Company and are fully and unconditionally guaranteed by Phillips 66.

What are the key terms of Phillips 66’s Series B 2056 junior subordinated notes?

The Series B 2056 Notes have an aggregate principal amount of $1,000,000,000 and carry a 6.200% interest rate, maturing in 2056. Like the Series A notes, they are junior subordinated and fully and unconditionally guaranteed by Phillips 66.

How are the new Phillips 66 junior subordinated notes structured legally?

The notes are issued under a Subordinated Indenture dated September 18, 2025, among Phillips 66 Company as issuer, Phillips 66 as guarantor, and U.S. Bank Trust Company, National Association as trustee. This indenture governs the terms of the subordinated debt securities.

Under what registration has Phillips 66 registered these junior subordinated notes?

The sale of the notes was registered under Phillips 66 and Phillips 66 Company’s shelf registration statement on Form S-3, filed on July 28, 2025. The related prospectus and prospectus supplement are incorporated by reference.

Which key exhibits related to the Phillips 66 notes offering were filed?

Filed exhibits include the Terms Agreement (Exhibit 1.1), the Subordinated Indenture (4.1), forms of the Series A and Series B notes (4.2, 4.3), and Gibson, Dunn & Crutcher LLP’s legal and tax opinions with related consents (5.1, 8.1, 23.1, 23.2).