[Form 4] PHILLIPS 66 Insider Trading Activity

Rhea-AI Filing Summary

Phillips 66 (PSX) – Form 4 insider transaction dated 07/08/2025

Executive Vice President, General Counsel & Secretary Vanessa Allen Sutherland reported the automatic sale of 4,393 common shares at $130.00 per share under a pre-arranged Rule 10b5-1 trading plan adopted on 02/12/2025. The gross transaction value is approximately $571,000.

Following the sale, Sutherland’s direct beneficial ownership stands at 43,373 shares, which includes 21,713 Restricted Stock Units (RSUs) that convert 1-for-1 into PSX shares on settlement.

• The filing indicates no derivative transactions and no changes to indirect holdings.
• The executive remains a substantial shareholder, retaining roughly 10× the shares sold.
• Because the trade was executed under a 10b5-1 plan, it is considered routine and less likely to signal a change in the executive’s outlook.

While insider selling can carry a negative perception, the modest size relative to retained ownership and the planned nature of the trade limit its market impact.

Positive

• Sale executed under a Rule 10b5-1 plan, demonstrating adherence to best-practice insider trading safeguards.
• Executive retains 43,373 shares, maintaining significant skin in the game and alignment with shareholders.
• Timely Form 4 filing indicates strong compliance discipline.

Negative

• Insider selling of ~$571k worth of shares can be perceived as a bearish signal despite the planned nature.
• Reduction of approximately 9% of the executive’s direct stake modestly decreases insider ownership.

Insights

Securities Analyst

TL;DR: Planned sale of 4,393 PSX shares (~$571k) by EVP under 10b5-1 is routine; limited directional signal.

The transaction represents roughly 9% of Sutherland’s pre-sale stake and was executed under a Rule 10b5-1 plan, reducing concerns of opportunistic selling. Retained ownership of 43,373 shares (incl. 21,713 RSUs) keeps the executive’s equity alignment intact. Given PSX’s ~475 million shares outstanding, the trade is immaterial to float and should not affect valuation. I view the disclosure as neutral in investment significance.

Corporate Governance Expert

TL;DR: Governance-compliant, pre-planned insider sale; no red flags, minimal governance risk.

The filing explicitly cites a pre-arranged Rule 10b5-1 plan, fulfilling best-practice safeguards against insider misuse of material non-public information. Continued sizeable ownership supports shareholder alignment. No multiple reporters, no derivative activity, and timely filing further reflect strong compliance culture. Impact on governance assessment is neutral to slightly positive.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
07/08/2025

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	07/08/2025		S		4,393	D	$130	43,373(1)	D(2)

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

2. The reported sale of 4,393 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 12, 2025.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	07/09/2025
	** 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

How many Phillips 66 shares did EVP Vanessa Sutherland sell?

She sold 4,393 common shares.

At what price were the PSX shares sold?

The shares were sold at $130.00 per share.

Was the Phillips 66 insider sale part of a 10b5-1 trading plan?

Yes, the sale was automatic under a Rule 10b5-1 plan adopted on 02/12/2025.

What is Vanessa Sutherland’s remaining ownership in PSX after the sale?

She now owns 43,373 shares, including 21,713 RSUs.

Does the Form 4 report any derivative security transactions?

No, Table II lists no derivative transactions for this filing.

When was the Form 4 filed?

The Form 4 was signed and filed on 07/09/2025.