Phillips 66 (PSX) EVP reports 299-share tax withholding and 56.5K shares owned

Rhea-AI Filing Summary

Phillips 66 executive reports small tax‑related share withholding

A Phillips 66 Executive Vice President filed a Form 4 disclosing that on December 10, 2025, 299 shares of Phillips 66 common stock were withheld by the company to cover FICA tax obligations. The transaction was coded as an "F" transaction, which typically reflects share withholding for taxes rather than an open-market sale. The price used, $141.3725 per share, is described as the average of the high and low trading prices for Phillips 66 stock on that date.

After this tax‑related withholding, the executive beneficially owned 56,538.9177 shares of Phillips 66 common stock, including 23,427 restricted stock units that settle into common shares on a one‑for‑one basis. This filing reflects routine equity and tax administration for an existing officer position.

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)
12/10/2025

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	12/10/2025		F		299(1)	D	$141.3725(2)	56,538.9177(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. Transaction represents the withholding of shares by the Issuer to satisfy FICA taxes.

2. The price reflected above is the average of the high and the low price of the Company's stock on December 10, 2025.

3. Includes 23,427 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	12/11/2025
	** 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

What insider transaction did Phillips 66 (PSX) report in this Form 4?

The Form 4 reports that a Phillips 66 Executive Vice President had 299 shares of common stock withheld on December 10, 2025 to satisfy FICA tax obligations.

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

No. The transaction is coded "F" and the explanation states that it represents the withholding of shares by the issuer to satisfy FICA taxes, rather than an open-market sale.

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

The shares withheld for taxes used a price of $141.3725 per share, described as the average of the high and low price of Phillips 66 stock on December 10, 2025.

How many Phillips 66 (PSX) shares does the reporting executive own after this transaction?

Following the reported tax‑related withholding, the executive beneficially owns 56,538.9177 shares of Phillips 66 common stock in total.

How many restricted stock units (RSUs) does the Phillips 66 (PSX) executive hold?

The filing notes that the reported holdings include 23,427 restricted stock units that settle into Phillips 66 common stock on a 1‑for‑1 basis.

What role does the reporting person hold at Phillips 66 (PSX)?

The reporting person is identified as an Executive Vice President of Phillips 66 and is therefore considered an officer of the company for reporting purposes.

Was the Phillips 66 (PSX) Form 4 filed for one person or multiple insiders?

The form is indicated as filed by one reporting person, not by a group of insiders.