Phillips 66 (PSX) CEO withholds 9,686 shares to cover RSU taxes

Rhea-AI Filing Summary

Phillips 66 Chairman and CEO Mark E. Lashier reported a routine tax-related share withholding. On February 7, 2026, 9,686 shares of Phillips 66 common stock were withheld to satisfy tax obligations tied to the vesting of RSUs granted on February 7, 2023, at an average price of $156.925, the midpoint of the high and low on February 6, 2026.

After this transaction, Lashier beneficially owned 81,384 shares of common stock directly, including 57,843 RSUs that settle into Phillips 66 common stock on a 1-for-1 basis. He also had indirect ownership of 15,628 shares through a SLAT and 15,628 shares through a family trust.

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^*

Lashier Mark E

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		9,686(1)	D	$156.925(2)	81,384(3)	D
Common Stock								15,628	I	By SLAT
Common Stock								15,628	I	By Family Trust

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 57,843 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 Mark E. Lashier?

Phillips 66 reported that Chairman and CEO Mark E. Lashier had 9,686 common shares withheld on February 7, 2026. The shares were retained by the company to cover tax withholding triggered by the vesting of restricted stock units granted on February 7, 2023.

What was the share price used for the Phillips 66 (PSX) tax withholding?

The transaction used a price of $156.925 per share, described as the average of the high and low price of Phillips 66 stock on February 6, 2026. This figure was applied to the 9,686 shares withheld for tax obligations.

How many Phillips 66 (PSX) shares does Mark E. Lashier own after this Form 4?

After the reported transaction, Mark E. Lashier beneficially owned 81,384 Phillips 66 common shares directly. This total includes 57,843 restricted stock units that settle into common stock on a one-for-one basis when they are delivered.

What restricted stock units are disclosed in this Phillips 66 (PSX) filing?

The filing states that Lashier’s direct holdings include 57,843 restricted stock units. These RSUs settle for shares of Phillips 66 common stock on a 1-for-1 basis, meaning each RSU converts into one share when it is distributed.

What indirect Phillips 66 (PSX) holdings are reported for Mark E. Lashier?

The Form 4 shows two indirect ownership positions for Lashier: 15,628 Phillips 66 common shares held "By SLAT" and another 15,628 common shares held "By Family Trust." Both entries are listed as indirect (I) beneficial ownership interests.

Does this Phillips 66 (PSX) Form 4 reflect an open market sale by Mark E. Lashier?

No. The filing describes 9,686 shares as withheld to satisfy tax withholding obligations upon RSU vesting. This indicates the shares were retained for taxes rather than sold by Lashier in an open market transaction.