Phillips 66 (PSX) EVP exercises options and sells 42,800 shares

Rhea-AI Filing Summary

Phillips 66 Executive Vice President Brian Mandell exercised stock options for 42,800 shares of common stock at $89.57 per share and then sold 42,800 shares at a weighted average price of $169.527 per share. After these transactions, he directly held 61,594.9177 shares of Phillips 66 common stock. This remaining position includes 22,182 restricted stock units that will settle into shares on a one-for-one 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^*

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)
03/12/2026

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	03/12/2026		M		42,800	A	$89.57	104,394.9177(1)	D
Common Stock	03/12/2026		S		42,800	D	$169.527(2)	61,594.9177(1)	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
Employee Stock Option (Right to Buy)	$89.57	03/12/2026		M			42,800	(3)	02/04/2030	Common Stock	42,800	$0	0	D

Explanation of Responses:

1. Includes 22,182 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

2. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.50 to $169.55. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was affected.

3. The options became exercisable in three equal annual installments beginning on February 4, 2021.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	03/16/2026
	** 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) executive Brian Mandell report?

Brian Mandell reported exercising options for 42,800 Phillips 66 shares and selling 42,800 shares on the same date. The filing shows a paired exercise-and-sale pattern rather than an open-market purchase increasing his overall share count.

At what prices did Brian Mandell exercise and sell Phillips 66 (PSX) shares?

Mandell exercised options at $89.57 per share and sold 42,800 Phillips 66 shares at a weighted average price of $169.527. The sale occurred through multiple trades between $169.50 and $169.55, as described in the transaction footnote.

How many Phillips 66 (PSX) shares does Brian Mandell hold after this Form 4?

After the reported transactions, Mandell directly holds 61,594.9177 Phillips 66 common shares. This figure reflects his position following the option exercise and sale, including both regular shares and restricted stock units that will convert into shares.

Were all of Brian Mandell’s Phillips 66 (PSX) options in this grant exercised?

Yes. The derivative line shows 42,800 options exercised, with zero derivative shares remaining afterward. A footnote notes the options became exercisable in three equal installments starting February 4, 2021, and this filing reflects their full exercise.

What does the restricted stock unit disclosure mean for Phillips 66 (PSX) insider holdings?

The filing states Mandell’s holdings include 22,182 restricted stock units that settle into Phillips 66 shares on a one-for-one basis. These units will convert into common stock in the future, increasing his share count when they settle.

Is Brian Mandell’s Phillips 66 (PSX) sale a routine exercise-and-sell transaction?

The pattern shows a typical exercise-and-sell: options for 42,800 shares were exercised at $89.57, and the same number of shares was sold at about $169.53. He still retains over sixty-one thousand shares after the transactions.