Phillips 66 exec exercises, sells 23,400 shares

Phillips 66 Executive Vice President Brian Mandell exercised 23,400 options and sold an equal number of shares in same-day transactions.

Rhea-AI Filing Summary

Phillips 66 (PSX) reports that Executive Vice President Brian Mandell exercised employee stock options for 23,400 shares of common stock on September 16, 2026, at an exercise price of $74.70 per share, fully exhausting this option grant.

The same day, he acquired 23,400 shares of Phillips 66 common stock through the option exercise and then sold 23,400 shares of common stock at a weighted average price of $265.059 per share, in multiple trades between $264.96 and $265.16. The filing states that these transactions were not made under a Rule 10b5-1 trading plan and that Mandell’s holdings include 22,182 Restricted Stock Units that settle into Phillips 66 common stock on a one-for-one basis.

Insider Trade Summary

Exercise and Sale: 23,400 shares ($4.45M approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Mandell Brian

Role Executive Vice President

Sold 23,400 shs ($6.20M)

Approx. gross sale proceeds $6.20M

Approx. exercise cost $1.75M

Approx. pre-tax spread $4.45M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy) F3	23,400	$0.00	$0.00
Exercise	Common Stock F1	23,400	$74.70	$1.75M
Sale	Common Stock F2, F1	23,400	$265.059	$6.20M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 61,594.9177 shares (Direct)

Footnotes (3)

1. F1. Includes 22,182 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1--for-1 basis.
2. F2. The price of reported above is a weighted average price. These shares were sold in mutiple transactions at prices ranging from $264.96 to $265.16. 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 units and prices at which the transaction was effected.
3. F3. The stock options became exercisable in three equal annual installments beginning on February 9, 2022.

Key Figures

Options exercised: 23,400 shares Option exercise price: $74.70 per share Shares sold: 23,400 shares +4 more

7 metrics

Options exercised 23,400 shares Employee stock options for Phillips 66 common stock exercised on September 16, 2026

Option exercise price $74.70 per share Exercise price for 23,400 employee stock options in Phillips 66 common stock

Shares sold 23,400 shares Phillips 66 common stock sold by Brian Mandell on September 16, 2026

Weighted average sale price $265.059 per share Weighted average price for the 23,400 Phillips 66 shares sold

Sale price range $264.96–$265.16 per share Range of prices for multiple transactions included in the 23,400-share sale

Restricted Stock Units 22,182 units RSUs that settle into one share of Phillips 66 common stock per unit

Option expiration date February 9, 2031 Scheduled expiration date of the employee stock options that were exercised

Key Terms

Restricted Stock Units, weighted average price, Employee Stock Option

3 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price of reported above is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Option financial

"The stock options became exercisable in three equal annual installments beginning on February 9, 2022."

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Phillips 66 (PSX) report for Brian Mandell?

Brian Mandell exercised options for 23,400 shares of Phillips 66 common stock on September 16, 2026, at an exercise price of $74.70 per share and sold 23,400 shares the same day at a weighted average price of $265.059 per share.

At what prices were Brian Mandell’s Phillips 66 (PSX) shares sold?

The reported sale by Brian Mandell covered 23,400 shares of Phillips 66 common stock at a weighted average price of $265.059 per share, with individual trades executed in a price range from $264.96 to $265.16 per share.

What was the exercise price of the options Brian Mandell exercised at Phillips 66 (PSX)?

The employee stock options exercised by Brian Mandell on September 16, 2026, covered 23,400 shares of Phillips 66 common stock at an exercise price of $74.70 per share and were originally scheduled to expire on February 9, 2031.

Were Brian Mandell’s Phillips 66 (PSX) transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked as affirming a trading plan, so the reported option exercise and share sale on September 16, 2026, are not identified as being made under a Rule 10b5-1 plan.

What additional equity holdings does Brian Mandell have in Phillips 66 (PSX)?

The filing states that Brian Mandell’s holdings include 22,182 Restricted Stock Units that each settle into one share of Phillips 66 common stock, providing additional future equity exposure beyond the shares directly involved in the September 16, 2026 transactions.

How did the exercised stock options for Phillips 66 (PSX) vest for Brian Mandell?

According to the disclosure, the stock options exercised by Brian Mandell on September 16, 2026 became exercisable in three equal annual installments beginning on February 9, 2022, and the grant was scheduled to expire on February 9, 2031.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:09 PM Accepted by SEC EDGAR 09/17/2026 - 05:09 PM Learn about SEC filing dates

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^*

Mandell Brian

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TEXAS 77042

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/16/2026		M		23,400	A	$74.7	84,994.9177(1)	D
Common Stock	09/16/2026		S		23,400	D	$265.059(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)	$74.7	09/16/2026		M			23,400	(3)	02/09/2031	Common Stock	23,400	$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 of reported above is a weighted average price. These shares were sold in mutiple transactions at prices ranging from $264.96 to $265.16. 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 units and prices at which the transaction was effected.

3. The stock options became exercisable in three equal annual installments beginning on February 9, 2022.

	/s/ William H. Bald, as Attorney-in-Fact	09/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)