[Form 4] PHILLIPS 66 Insider Trading Activity

Rhea-AI Filing Summary

Sezzle Inc. (SEZL) – Form 4 insider transaction

Executive Chairman & CEO Charles G. Youakim, who is also a Director and 10 % owner, reported the disposition of 6,978 shares of Sezzle common stock on 01 Jul 2025. The transaction is coded “F,” indicating shares were automatically withheld by the company to cover taxes arising from the vesting of previously granted restricted stock units (RSUs). The shares were valued at $167.58 each, implying an aggregate value of roughly $1.17 million.

Following the withholding, Youakim continues to own 12,346,449 shares directly and an additional 2,455,824 shares indirectly through Cerro Gordo LLC (947,370) and the Charles G. Youakim 2020 Irrevocable GST Trust (1,508,454). His total beneficial stake therefore remains about 14.8 million shares, underscoring a substantial continuing alignment with shareholders.

No derivative security transactions were reported, and the filing contains no information on company fundamentals or outlook. The reported sale represents only 0.05 % of Mr. Youakim’s post-transaction holdings and appears routine rather than a signal of changed sentiment.

Positive

• Executive retains approximately 14.8 million shares, maintaining strong alignment with shareholder interests.
• Transaction is routine tax withholding (Code F), not an open-market sale, reducing negative sentiment risk.

Negative

• Insider share disposition, although small, technically adds to insider-selling statistics.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale of 6,978 SEZL shares; negligible versus 14.8 m stake. Neutral for valuation; confirms large insider ownership.

The “F” code flags an automatic share forfeiture to satisfy withholding taxes on vested RSUs, not an open-market sale. The dollar value (~$1.17 m) is modest relative to Youakim’s remaining 14.8 m-share stake and does not materially alter insider alignment. No derivatives or additional sales were disclosed, implying the action is administrative. From a valuation standpoint, this event is non-impactful; investors should view it as housekeeping rather than an indicator of sentiment.

Corporate Governance Specialist

TL;DR: Filing shows compliance with Section 16, minimal share reduction, insider still holds >10 %—governance stance unchanged.

The Form 4 demonstrates timely disclosure and adherence to Section 16(a) obligations. While any insider disposition can raise questions, the small size (0.05 % of total holdings) and tax-related nature mitigate governance concerns. The executive retains a significant ownership position, preserving incentive alignment. Nothing in the filing signals governance risk or information asymmetry. Overall governance impact is neutral.

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).

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^*

HAYES GREGORY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		106(1)	A	$121.6475(2)	20,966.1347(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. The reporting person elected to receive Restricted Stock Units (RSUs) in lieu of his annual cash retainer, which retainer is paid in monthly installments. RSUs convert to Phillips 66 common stock on a 1-for-1 basis.

2. The price reflected above is the average of the high and the low price of the Company's stock on July 1, 2025.

3. Includes 10,716.1347 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	07/03/2025
	** 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 Sezzle (SEZL) shares did CEO Charles Youakim dispose of on 1 July 2025?

He disposed of 6,978 shares, which were withheld to cover taxes on RSU vesting.

What was the price per share for the shares withheld from Sezzle's CEO?

The shares were valued at $167.58 each according to the Form 4 filing.

How many Sezzle shares does Charles Youakim own after the transaction?

He owns 12,346,449 shares directly and 2,455,824 shares indirectly, totaling about 14.8 million.

Was the July 2025 transaction an open-market sale by Sezzle's CEO?

No. Code F indicates the shares were automatically withheld for tax obligations tied to RSU vesting.

Did the filing report any derivative security activity for SEZL insiders?

No. The Form 4 shows no acquisition or disposition of derivative securities.