Phillips 66 (NYSE: PSX) grants 949 RSUs to new director

Rhea-AI Filing Summary

Phillips 66 director Howard I. Ungerleider received an equity award of 949 restricted stock units (RSUs). These RSUs convert into Phillips 66 common stock on a 1-for-1 basis, representing a prorated portion of the annual board grant for a new director. The filing reflects this compensation-related acquisition rather than an open-market purchase. Following this grant, Ungerleider’s reported direct holdings consist of 949 RSUs and corresponding shares tied to this award, based on the average of the high and low stock price on March 16, 2026.

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^*

Ungerleider Howard I

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042-2862

(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)
03/16/2026

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	03/16/2026		A		949(1)	A	$172.8375(2)	949(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. Grant of Restricted Stock Units (RSUs) that convert to Phillips 66 common stock on a 1-for-1 basis. This is a prorated amount of the annual grant to reflect the new director joining the board.

2. The price reflected above is the average of the high and the low price of the Company's stock on March 16, 2026.

3. Includes 949 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	03/17/2026
	** 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 did Phillips 66 (PSX) director Howard Ungerleider report in this Form 4?

Howard Ungerleider reported receiving 949 restricted stock units as equity compensation. These RSUs are a prorated portion of the annual board grant for a new director and will convert into Phillips 66 common stock on a one-for-one basis when they settle.

How many Phillips 66 shares or units did Howard Ungerleider acquire?

Ungerleider acquired 949 restricted stock units linked to Phillips 66 common stock. Each RSU represents the right to receive one share in the future, so the award covers 949 potential shares, subject to the usual vesting and settlement terms described for director grants.

Was Howard Ungerleider’s Phillips 66 transaction an open-market stock purchase?

No, the transaction was an equity grant classified as an acquisition, not an open-market purchase. The 949 units were awarded as restricted stock units under a director compensation program rather than bought on the market at a chosen price by the reporting person.

What does the 1-for-1 RSU conversion mean for Phillips 66 (PSX) shares?

The 1-for-1 conversion means each restricted stock unit will settle into one share of Phillips 66 common stock. When the RSUs vest and settle, Ungerleider will receive an equal number of shares, aligning his economic interest directly with the company’s stock performance.

How was the price per share determined in Howard Ungerleider’s award?

The reference price of $172.8375 per share is the average of the high and low trading prices on March 16, 2026. This average price is used for reporting and valuation purposes of the RSU grant, rather than reflecting a price actually paid in a market transaction.

What are Howard Ungerleider’s reported Phillips 66 holdings after this transaction?

After this grant, Ungerleider’s reported direct holdings consist of 949 restricted stock units tied to Phillips 66 common stock. These RSUs will settle into the same number of shares on a one-for-one basis once applicable vesting and settlement conditions for the director award are satisfied.