[Form 4] PHILLIPS 66 Insider Trading Activity

Rhea-AI Filing Summary

Phillips 66 (PSX) insider filing: Vanessa Allen Sutherland, Executive Vice President, General Counsel and Secretary, reported a sale of 4,393 shares of Phillips 66 common stock on 09/09/2025 at $135 per share. The sale was executed pursuant to a Rule 10b5-1 trading plan that the reporting person adopted on February 12, 2025. After the reported sale, the filing shows the reporting person beneficially owned 38,980 shares, which includes 21,713 Restricted Stock Units that convert 1-for-1 into common shares. The Form 4 was submitted by an attorney-in-fact, William H. Bald, and is limited to this single non-derivative sale disclosure.

Positive

• Sale executed under Rule 10b5-1 plan, indicating the disposition was pre-arranged and not necessarily based on undisclosed inside information
• Clear disclosure of RSU component: filing specifies 21,713 Restricted Stock Units that settle 1-for-1, clarifying composition of beneficial ownership
• Proper signature and filing details: transaction reported via attorney-in-fact with date 09/09/2025, consistent with Form 4 requirements

Negative

• Insider sale of 4,393 shares reduces executive's direct stake to 38,980 shares
• No information on total company holdings or percentage ownership is provided, limiting context for materiality

Insights

Financial Analyst

TL;DR: Insider sold 4,393 shares under a pre-established 10b5-1 plan; remaining stake includes material RSUs.

The sale is a routine disposition executed under a Rule 10b5-1 plan adopted on February 12, 2025, which limits contemporaneous inference about private information. The transaction price is stated as $135 per share and reduced the reporting person’s direct beneficial ownership to 38,980 shares. The position includes 21,713 Restricted Stock Units that will settle 1-for-1 into common stock, indicating a significant portion of the reported holdings are time-based or vesting equity awards rather than open-market purchases. From a market-impact perspective, the disclosed sale size is modest and the filing contains no derivative or additional transactions.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 reporting; sale documented under a pre-set 10b5-1 plan and properly reported by attorney-in-fact.

The Form 4 identifies the reporting person’s role as EVP, General Counsel and Secretary and discloses that the sale was automatic pursuant to a 10b5-1 trading plan adopted February 12, 2025. The filing also clarifies the composition of holdings by noting 21,713 RSUs that settle one-for-one. Signature by an attorney-in-fact is included with a dated signature line. There are no indications of amending filings, derivative activity, or other governance concerns in this disclosure alone; it reads as a compliant, routine insider transaction report.

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^*

Sutherland Vanessa Allen

(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, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		S		4,393(1)	D	$135	38,980(2)	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. The reported sale of 4,393 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 12, 2025.

2. Includes 21,713 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	09/09/2025
	** 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 did Vanessa Allen Sutherland sell and when (PSX)?

The filing reports a sale of 4,393 shares of Phillips 66 common stock on 09/09/2025 at a price of $135 per share.

Was the sale part of a pre-arranged plan (PSX)?

Yes. The filing states the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted on February 12, 2025.

How many shares does the reporting person own after the sale?

The Form 4 reports 38,980 shares beneficially owned following the transaction, which includes 21,713 Restricted Stock Units that settle 1-for-1 into common stock.

Did the filing include any derivative transactions or other trades?

No. Table II (derivative securities) shows no reported derivative transactions; only a non-derivative sale is disclosed.

Who signed the Form 4?

The Form 4 was signed by William H. Bald, as Attorney-in-Fact, with a signature date of 09/09/2025.