Director at Phillips 66 (NYSE: PSX) gets 1,423-share RSU award

Rhea-AI Filing Summary

Phillips 66 director Marna C. Whittington reported an annual equity award. On January 15, 2026, she acquired 1,423 shares of Phillips 66 common stock as part of an annual grant of Restricted Stock Units (RSUs) for non-employee directors. These RSUs convert into common stock on a 1-for-1 basis. The filing notes that the $140.56 price per share reflects the average of the high and low trading prices on that date.

Following this grant, Whittington beneficially owned 54,798.9926 shares of Phillips 66 common stock, held directly. This total includes 34,322.3295 RSUs, which reflect prior awards and shares accumulated through routine dividend-related transactions that are exempt under SEC Rule 16a-11.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WHITTINGTON MARNA C

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips 66 [ PSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		A		1,423(1)	A	$140.56(2)	54,798.9926(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Annual grant to non-employee directors of Restricted Stock Units (RSUs) that convert to Phillips 66 common stock on a 1-for-1 basis.

2. The price reflected above is the average of the high and the low price of Phillips 66's stock on January 15, 2026.

3. Includes 34,322.3295 RSUs including shares acquired through routine dividend transactions that are exempt under Rule 16a-11.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Phillips 66 (PSX) report for Marna C. Whittington?

Phillips 66 director Marna C. Whittington reported acquiring 1,423 shares of common stock on January 15, 2026. The acquisition reflects an annual grant of Restricted Stock Units (RSUs) awarded to non-employee directors that convert into Phillips 66 common stock on a 1-for-1 basis.

Was the Phillips 66 (PSX) Form 4 transaction a stock grant or an open-market trade?

The Form 4 shows a transaction coded "A", indicating an acquisition. Footnotes explain it was an annual grant of RSUs to a non-employee director, not an open-market purchase or sale. These RSUs convert into Phillips 66 common stock on a 1-for-1 basis.

At what price was the 1,423-share grant to the Phillips 66 director reported?

The transaction for 1,423 shares was reported at a price of $140.56 per share. According to the footnote, this price is the average of the high and low trading prices of Phillips 66 stock on January 15, 2026.

How many Phillips 66 (PSX) shares does Marna C. Whittington beneficially own after this grant?

After the reported transaction, Marna C. Whittington beneficially owned 54,798.9926 shares of Phillips 66 common stock, held directly. This figure includes 34,322.3295 RSUs, which encompass shares acquired through routine dividend transactions exempt under Rule 16a-11.

What are the RSUs mentioned in the Phillips 66 director’s Form 4 filing?

The filing notes that the transaction is an annual grant of Restricted Stock Units (RSUs) to a non-employee director. These RSUs convert to Phillips 66 common stock on a 1-for-1 basis, and the director’s holdings include 34,322.3295 RSUs accumulated through prior awards and dividend-related transactions.

Is the reported Phillips 66 (PSX) insider holding direct or indirect ownership?

The Form 4 classifies the 54,798.9926 shares beneficially owned after the transaction as direct (D) ownership by Marna C. Whittington. No indirect ownership entity is listed in the nature-of-ownership field for this transaction.