Douglas T. Terreson of Phillips 66 (PSX) receives 1,423-share RSU award

Rhea-AI Filing Summary

Phillips 66 director Douglas T. Terreson reported an annual equity award in the form of restricted stock units. On January 15, 2026, he acquired 1,423 shares of Phillips 66 common stock in the form of RSUs, which convert into common stock on a 1-for-1 basis. The filing states that the price of $140.56 per share represents the average of the high and low trading prices for Phillips 66 stock on that date.

Following this grant, Terreson beneficially owns 10,984.9537 shares, all in the form of RSUs, including units accumulated through routine dividend-related transactions that are exempt under Rule 16a-11. The transaction is reported as direct ownership and reflects a standard annual grant to a non-employee director rather than an open-market purchase or sale.

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^*

Terreson Douglas T

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		1,423(1)	A	$140.56(2)	10,984.9537(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. Annual grant to non-employee directors of Restricted Stock Units (RSUs) that convert to Phillips 66 common stock on a 1-for-1 basis.

2. The price reflected above is the average of the high and the low price of Phillips 66's stock on January 15, 2026.

3. All shares are RSUs, including shares acquired through routine dividend transactions that are exempt under Rule 16a-11.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	01/20/2026
	** 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 insider transaction did Phillips 66 (PSX) report for Douglas T. Terreson?

Phillips 66 reported that director Douglas T. Terreson received an annual equity award on January 15, 2026, consisting of 1,423 restricted stock units (RSUs) that convert into Phillips 66 common stock on a 1-for-1 basis.

At what price were the Phillips 66 (PSX) RSUs granted to Douglas T. Terreson?

The filing states that the grant price used for the RSUs was $140.56 per share, which is described as the average of the high and low trading prices of Phillips 66 stock on January 15, 2026.

How many Phillips 66 (PSX) shares does Douglas T. Terreson beneficially own after this Form 4 transaction?

After the reported RSU grant, Douglas T. Terreson beneficially owns 10,984.9537 shares of Phillips 66 common stock, all in the form of restricted stock units, including units accumulated through routine dividend-related transactions.

Is the Douglas T. Terreson Phillips 66 (PSX) Form 4 transaction a purchase, sale, or equity grant?

The transaction is coded as A for acquisition and is described in the footnotes as an annual grant to non-employee directors of RSUs. It is an equity award, not an open-market purchase or sale.

Does Douglas T. Terreson hold Phillips 66 (PSX) shares directly or indirectly after this transaction?

The Form 4 indicates that the 10,984.9537 RSU-based shares are held with direct (D) ownership, with no separate entity or indirect ownership structure noted in the footnotes.

What do the footnotes on the Phillips 66 (PSX) Form 4 for Douglas T. Terreson explain?

The footnotes explain that the award is an annual RSU grant to a non-employee director, that the grant price of $140.56 is the average of the high and low prices on January 15, 2026, and that all reported shares are RSUs, including those acquired through routine dividend transactions exempt under Rule 16a-11.