Phillips 66 Insider Realizes $454k, Trims Holdings to 56.8k Shares

Rhea-AI Filing Summary

Phillips 66 (PSX) – Form 4 insider transaction filed 20-Jun-2025

Executive Vice President Brian Mandell reported a same-day option exercise and sale on 18-Jun-2025:

• Exercised 9,800 employee stock options at an exercise price of $78.62 (Code M).
• Sold the 9,800 resulting common shares at an average price of $125.00 (Code S).

The transaction generated an estimated gross spread of roughly $46.38 per share, or about $454 k before taxes and fees. Following the sale, Mandell’s direct holdings declined from 66,637.92 to 56,837.92 shares. Footnote 1 indicates the total includes 23,726 restricted stock units that settle 1-for-1 in common stock.

The options exercised were part of a grant that vested in three equal installments beginning 2-Feb-2017 and were due to expire 2-Feb-2026. No additional derivative securities remain from this grant.

While the executive remains a significant shareholder, the net disposal represents a 14.7 % reduction in directly-held common shares. Investors often monitor such sales for sentiment signals; however, single-grant exercises near option expiry frequently reflect personal tax or diversification planning rather than a change in outlook.

Positive

• Executive still holds 56,837.92 shares and 23,726 RSUs, maintaining meaningful equity alignment with shareholders.

Negative

• 14.7 % reduction in directly held common shares may be interpreted as a modest negative sentiment signal.

Insights

Senior Securities Analyst

TL;DR: EVP exercised options then sold equal shares, trimming stake by ~9.8k; routine diversification, modest negative signal.

The Form 4 shows a matched exercise-and-sell. Because sale volume equals the exercise amount, the net effect is cash realization of ~$454 k and a 14-15 % reduction in directly-held stock. The remaining 56.8 k shares (plus 23.7 k RSUs) keep Mandell aligned with shareholders. Trade size is only ~0.01 % of PSX’s float and <1 day of average trading volume, so market impact is negligible. Historically, PSX insiders execute similar trades when options approach maturity. No new option grants, pledges, or 10b5-1 plan disclosures are noted. Overall, I view the filing as mildly negative from a sentiment standpoint but not materially impactful to valuation.

Corporate Governance Expert

TL;DR: Standard option expiry management; governance risk unchanged.

Mandell followed the normal Rule 16b reporting timeline and used code M/S, indicating transparent compliance. Absence of a 10b5-1 checkbox suggests discretionary timing; nonetheless, the narrow window between exercise and sale limits holding-period risk. Retained equity stake remains substantial, preserving incentive alignment. From a governance lens, the filing is neutral.

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 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)
06/18/2025

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	06/18/2025		M		9,800	A	$78.62	66,637.9177(1)	D
Common Stock	06/18/2025		S		9,800	D	$125	56,837.9177(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)	$78.62	06/18/2025		M			9,800	(2)	02/02/2026	Common Stock	9,800	$0	0	D

Explanation of Responses:

1. Includes 23,726 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

2. The options became exercisable in three equal annual installments beginning on February 2, 2017.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	06/20/2025
	** 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

How many Phillips 66 shares did EVP Brian Mandell sell on 18-Jun-2025?

He sold 9,800 common shares at an average price of $125.

What was the exercise price of the Phillips 66 stock options?

The options were exercised at $78.62 per share.

How many shares does Brian Mandell own after the transactions?

Direct beneficial ownership is 56,837.92 shares, including 23,726 RSUs.

Did the filing mention a Rule 10b5-1 trading plan for Phillips 66 (PSX)?

The Rule 10b5-1 checkbox was not selected, indicating no plan was cited.

When do the remaining options from this grant expire?

All options from this grant were exercised; the original expiration date was 02-Feb-2026.