Phillips 66 (NYSE: PSX) CFO sells 21,800 shares after exercising options

Rhea-AI Filing Summary

Phillips 66 executive vice president and CFO Kevin J. Mitchell reported option exercises and share sales in Phillips 66 common stock. On March 4 and 5, 2026, he exercised employee stock options to acquire a total of 21,800 shares of common stock at an exercise price of $94.85 per share.

Across the same two days, he conducted open-market sales totaling 21,800 shares of common stock at weighted average prices of about $165.03 and $168.22, leaving him with 97,376 common shares held directly. This amount includes 31,849 restricted stock units that will settle 1-for-1 into Phillips 66 common shares.

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).

X

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 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)
	Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		4,944	A	$94.85	102,320(1)	D
Common Stock	03/04/2026		S		4,944	D	$165.0281(2)	97,376(1)	D
Common Stock	03/05/2026		M		16,856	A	$94.85	114,232(1)	D
Common Stock	03/05/2026		S		16,856	D	$168.2231(3)	97,376(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)	$94.85	03/04/2026		M			4,944	(4)	02/06/2028	Common Stock	4,944	$0	22,256	D
Employee Stock Option (Right to Buy)	$94.85	03/05/2026		M			16,856	(4)	02/06/2028	Common Stock	16,856	$0	5,400	D

Explanation of Responses:

1. Includes 31,849 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

2. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165 to $165.07. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.5 to $168.82. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. The options became exercisable in three equal annual installments beginning on February 6, 2019.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	03/06/2026
	** 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).
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FAQ

What insider transaction did Phillips 66 (PSX) CFO Kevin Mitchell report?

Phillips 66 CFO Kevin J. Mitchell reported exercising stock options and selling shares. Over March 4–5, 2026, he exercised options for 21,800 shares and sold 21,800 shares of common stock in open-market transactions at weighted average prices around $165–$168.

How many Phillips 66 (PSX) shares did the CFO sell and at what prices?

Kevin Mitchell sold a total of 21,800 Phillips 66 common shares. The sales occurred in multiple trades at weighted average prices of about $165.03 and $168.22 per share, within detailed ranges disclosed for each transaction date in the Form 4 filing’s footnotes.

How many Phillips 66 (PSX) shares does the CFO hold after these transactions?

After the reported transactions, Kevin Mitchell directly holds 97,376 Phillips 66 common shares. This figure includes 31,849 restricted stock units, which are scheduled to settle into Phillips 66 common stock on a one-for-one basis when the units vest and convert.

What stock options did Phillips 66 (PSX) CFO Kevin Mitchell exercise?

Kevin Mitchell exercised employee stock options covering 21,800 Phillips 66 shares. The options were exercised at an exercise price of $94.85 per share and had become exercisable in three equal annual installments beginning on February 6, 2019, according to the Form 4 footnotes.

What do the restricted stock units in the Phillips 66 (PSX) Form 4 represent?

The Form 4 notes that 31,849 of Kevin Mitchell’s reported holdings are restricted stock units. These RSUs will settle for Phillips 66 common stock on a one-for-one basis, meaning each unit converts into one share when vesting and settlement conditions are satisfied.