Phillips 66 (PSX) EVP Sutherland sells 4,394 shares via 10b5-1 plan

Rhea-AI Filing Summary

Phillips 66 executive Vanessa Allen Sutherland, EVP, GC and Secretary, sold 4,394 shares of common stock on February 4, 2026 at $150 per share. The sale was executed automatically under a Rule 10b5-1 trading plan adopted on February 12, 2025.

Following this transaction, she beneficially owned 25,799 Phillips 66 shares, including 21,713 restricted stock units that will each settle into one share of common stock.

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

OMB APPROVAL

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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).

X

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^*

Sutherland Vanessa Allen

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		S		4,394	D(1)	$150	25,799(2)	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. The reported sale of 4,394 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 12, 2025.

2. Includes 21,713 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	02/05/2026
	** 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 did Phillips 66 EVP Vanessa Allen Sutherland report on this Form 4 for PSX?

Vanessa Allen Sutherland reported selling 4,394 Phillips 66 common shares at $150 each on February 4, 2026. The transaction was a routine insider sale disclosed under Section 16 reporting requirements for company officers.

Was the Phillips 66 (PSX) insider sale by Vanessa Allen Sutherland pre-planned?

Yes. The 4,394-share sale occurred automatically under a Rule 10b5-1 trading plan adopted on February 12, 2025. Such plans allow insiders to schedule trades in advance, helping separate personal trading from day-to-day corporate information.

How many Phillips 66 (PSX) shares does Vanessa Allen Sutherland hold after the reported sale?

After the sale, Vanessa Allen Sutherland beneficially owned 25,799 Phillips 66 shares. This total includes 21,713 restricted stock units that will each convert into one share of Phillips 66 common stock upon settlement.

What price did the Phillips 66 executive receive per share in the February 4, 2026 sale?

The reported sale price was $150.00 per Phillips 66 common share. At that price, selling 4,394 shares represents a transaction value of roughly $659,100 based solely on the disclosed share count and per-share price.

What is the role of the insider involved in this Phillips 66 (PSX) Form 4 filing?

The reporting person, Vanessa Allen Sutherland, serves as Executive Vice President, General Counsel, and Secretary of Phillips 66. As a senior officer, she must report transactions in company equity securities on Form 4 under Section 16 rules.

Do Vanessa Allen Sutherland’s holdings include restricted stock units of Phillips 66 (PSX)?

Yes. Her reported beneficial ownership includes 21,713 restricted stock units. Each unit is scheduled to settle into one share of Phillips 66 common stock, effectively representing future share delivery tied to company equity awards.