Phillips 66 (NYSE: PSX) EVP reports 1,654-share tax withholding event

Rhea-AI Filing Summary

Phillips 66 executive Vanessa Allen Sutherland, EVP, General Counsel and Secretary, reported a routine tax-related transaction in company stock. On February 7, 2026, 1,654 shares of Phillips 66 common stock were withheld to cover tax obligations tied to the vesting of restricted stock units granted in February 2023.

The withholding price was $156.925 per share, based on the average of the high and low trading prices on February 6, 2026. After this transaction, she beneficially owned 24,145 shares in total, including 15,142 RSUs that each convert into one share of Phillips 66 common stock.

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^*

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)
02/07/2026

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	02/07/2026		F		1,654(1)	D	$156.925(2)	24,145(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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) granted on February 7, 2023.

2. The price reflected above is the average of the high and low price of the Company's stock on February 6, 2026.

3. Includes 15,142 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	02/09/2026
	** 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.
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FAQ

What insider transaction did Phillips 66 (PSX) report for Vanessa Allen Sutherland?

The filing shows 1,654 Phillips 66 shares withheld from Vanessa Allen Sutherland to cover tax obligations on vested RSUs. This is a non-discretionary, tax-related event rather than an open-market sale, and is commonly reported on Form 4 for executive equity awards.

On what date did the Phillips 66 (PSX) insider tax withholding occur?

The tax-related share withholding occurred on February 7, 2026, in connection with RSUs granted on February 7, 2023. The transaction reflects the routine settlement of equity awards when they vest and associated tax liabilities must be satisfied in company stock.

How many Phillips 66 (PSX) shares were withheld for taxes in this Form 4?

The filing reports 1,654 Phillips 66 common shares withheld to satisfy tax withholding obligations. These shares relate to the vesting of previously granted restricted stock units, a standard mechanism for executives to cover tax liabilities upon equity award vesting.

What price was used for the Phillips 66 (PSX) tax withholding shares?

The withholding price was $156.925 per Phillips 66 share, based on the average of the high and low trading prices on February 6, 2026. This averaged price is used solely for the tax calculation in the reported RSU vesting event.

How many Phillips 66 (PSX) shares does Vanessa Allen Sutherland own after the transaction?

After the reported transaction, Vanessa Allen Sutherland beneficially owned 24,145 Phillips 66 shares. This total includes 15,142 restricted stock units that will each settle into one share of Phillips 66 common stock on a one-for-one basis when they are delivered.

Are RSUs included in the reported Phillips 66 (PSX) holdings for Vanessa Allen Sutherland?

Yes. The filing states her holdings include 15,142 restricted stock units that settle into Phillips 66 common shares on a one-for-one basis. These RSUs are counted within the 24,145 total shares beneficially owned after the tax withholding transaction.