Phillips 66 (PSX) CFO reports 11,411-share RSU grant and updated holdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Phillips 66 Executive Vice President and CFO Kevin J. Mitchell reported an equity award of 11,411 shares-equivalent on February 10, 2026. The Form 4 classifies this as an acquisition, with the units valued at an average stock price of $156.70 per share that day.

After this grant, Mitchell beneficially owns 97,376 shares directly, which the footnotes state includes 31,849 Restricted Stock Units that settle into Phillips 66 common stock on a 1-for-1 basis. He also reports 1,300.777 shares held indirectly through the COP Savings Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitchell Kevin J

Role Exec. VP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,411	$156.70	$1.79M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 97,376 shares (Direct); Common Stock — 1,300.777 shares (Indirect, COP Savings Plan)

Footnotes (1)

The price reflected above is the average of the high and the low price of the Company's stock on February 10, 2026. Includes 31,849 Restricted Stock Units (RSUs), including the 11,411 RSUs reported on this Form 4, that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 06:28 PM

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

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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^*

Mitchell Kevin J

(Last)

(First)

(Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON

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)
	Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		11,411	A	$156.7⁽¹⁾	97,376⁽²⁾	D
Common Stock								1,300.777	I	COP Savings Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reflected above is the average of the high and the low price of the Company's stock on February 10, 2026.

2. Includes 31,849 Restricted Stock Units (RSUs), including the 11,411 RSUs reported on this Form 4, that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	02/11/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Phillips 66 (PSX) report for its CFO?

Phillips 66 reported that Executive Vice President and CFO Kevin J. Mitchell acquired 11,411 share-equivalent units on February 10, 2026. These are equity awards, not an open-market purchase, and are reported as an acquisition on Form 4 under transaction code A.

How many Phillips 66 (PSX) shares does the CFO own after this Form 4?

After the reported award, Kevin J. Mitchell beneficially owns 97,376 shares directly and 1,300.777 shares indirectly via the COP Savings Plan. The direct total includes 31,849 Restricted Stock Units that each settle into one share of Phillips 66 common stock.

What was the reference price for the Phillips 66 (PSX) CFO’s equity grant?

The filing states the reference price for the 11,411 awarded units was $156.70, described as the average of the high and low trading prices of Phillips 66 stock on February 10, 2026. This price is used for reporting purposes in the Form 4.

Are the Phillips 66 (PSX) CFO’s new awards restricted stock units?

Yes. A footnote explains that the reported holdings include 31,849 Restricted Stock Units, including the 11,411 units granted in this transaction. Each RSU is designed to settle into one share of Phillips 66 common stock on a 1-for-1 basis upon vesting.

How is indirect ownership reported for the Phillips 66 (PSX) CFO?

The Form 4 shows Kevin J. Mitchell indirectly holds 1,300.777 Phillips 66 shares through the COP Savings Plan. This portion is classified as indirect ownership, while the 97,376 shares, including his Restricted Stock Units, are reported as directly beneficially owned.

What does transaction code A mean in the Phillips 66 (PSX) Form 4?

Transaction code A in the Form 4 indicates a grant, award, or other acquisition of securities rather than an open-market buy. For Phillips 66, this code describes the CFO’s 11,411 share-equivalent RSU grant reported as an acquisition on February 10, 2026.