Phillips 66 (PSX) EVP reports 319 shares withheld for FICA taxes in Form 4

Rhea-AI Filing Summary

Phillips 66 executive reports routine share withholding for taxes. A Phillips 66 (PSX) executive vice president of refining reported that on 12/10/2025 the company withheld 319 shares of common stock to cover FICA tax obligations, at an average price of $141.3725 per share. After this transaction, the executive directly holds 32,301 shares of Phillips 66 common stock, plus 6,621.814 shares held indirectly through the Phillips 66 Savings Plan and 40 shares held indirectly through a son. The report notes that the indirect holdings include shares accumulated through a 401(k) plan and routine dividend transactions, and that the total also includes 21,000 restricted stock units that will settle into Phillips 66 common shares on a 1-for-1 basis.

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^*

Harbison Richard G

(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, Refining

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		319(1)	D	$141.3725(2)	32,301(3)	D
Common Stock								6,621.814(4)	I	By Phillips 66 Savings Plan
Common Stock								40	I	by son

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 21,000 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

4. Includes shares acquired through ongoing acquisitions under a 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-11.

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 of refining had 319 shares of common stock withheld by the company on 12/10/2025 to satisfy FICA tax obligations.

At what price were the 319 Phillips 66 (PSX) shares withheld for taxes?

The 319 shares were withheld at an average price of $141.3725 per share, described as the average of the high and low trading prices of Phillips 66 stock on December 10, 2025.

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

Following the transaction, the executive directly owns 32,301 Phillips 66 common shares, holds 6,621.814 shares indirectly through the Phillips 66 Savings Plan, and 40 shares are held indirectly through a son.

Does this Phillips 66 (PSX) Form 4 include restricted stock units (RSUs)?

Yes. The holdings include 21,000 restricted stock units that will settle into Phillips 66 common stock on a 1-for-1 basis.

What is the reason given for the Phillips 66 (PSX) share withholding?

The explanation states that the transaction represents the withholding of shares by the issuer to satisfy FICA taxes owed in connection with equity compensation.

Are the Phillips 66 (PSX) 401(k) and dividend-related shares covered in this filing?

Yes. The indirect holdings include shares acquired through ongoing acquisitions under a 401(k) plan and routine dividend transactions that are exempt under Rule 16a-11.