Phillips 66 (PSX) EVP Brian Mandell reports 2,188-share tax withholding

Rhea-AI Filing Summary

Phillips 66 executive Brian Mandell reported a routine tax-related share withholding. On February 7, 2026, 2,188 shares of Phillips 66 common stock were withheld to satisfy tax obligations tied to the vesting of restricted stock units granted on February 7, 2023, at an average price of $156.925 based on the February 6, 2026 trading range.

After this transaction, Mandell beneficially owned 54,350.9177 shares of Phillips 66 common stock, including 14,938 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

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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^*

Mandell Brian

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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	02/07/2026		F		2,188(1)	D	$156.925(2)	54,350.9177(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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) granted on February 7, 2023.

2. The price reflected above is the average of the high and the low price of the Company's stock on February 6, 2026.

3. Includes 14,938 RSUs that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	02/09/2026
	** 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 Brian Mandell?

Phillips 66 reported that Executive Vice President Brian Mandell had 2,188 common shares withheld on February 7, 2026 to cover tax obligations from vesting RSUs. This is coded as a tax withholding (code F), not an open-market sale or purchase.

Was the Phillips 66 (PSX) Form 4 transaction an open-market sale?

No, the Form 4 shows shares withheld for taxes, not an open-market sale. The 2,188 shares were retained by the company to satisfy withholding obligations when previously granted restricted stock units vested on February 7, 2026.

How many Phillips 66 (PSX) shares does Brian Mandell own after this Form 4?

After the reported transaction, Brian Mandell beneficially owned 54,350.9177 Phillips 66 common shares. This total includes 14,938 restricted stock units that will each convert into one share of Phillips 66 common stock when they settle.

What price was used for the Phillips 66 (PSX) tax-withholding shares on the Form 4?

The Form 4 reports a price of $156.925 per share for the withheld stock. This value represents the average of the high and low trading prices of Phillips 66 common stock on February 6, 2026, the day before the vesting date.

What triggered the share withholding for Brian Mandell at Phillips 66 (PSX)?

The withholding was triggered by the vesting of restricted stock units granted to Brian Mandell on February 7, 2023. When those RSUs vested on February 7, 2026, 2,188 shares were withheld to meet tax withholding obligations associated with that equity award.