[Form 4] Phillips 66 Insider Trading Activity

Rhea-AI Filing Summary

Vanessa Allen Sutherland, EVP, General Counsel and Secretary of Phillips 66 (PSX), reported a sale of 4,393 shares of Phillips 66 common stock on 09/26/2025 at a price of $140 per share. The filing states the sale occurred automatically under a Rule 10b5-1 trading plan adopted on 02/12/2025. After the reported sale, the reporting person beneficially owned 34,587 shares, which include 21,713 restricted stock units that settle one-for-one into common shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/29/2025. No derivative transactions are reported.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-scheduled and compliant insider trading
• Clear disclosure of shares sold, sale price, remaining beneficial ownership, and RSU count

Negative

• Reduction in insider holdings: 4,393 shares sold, lowering direct beneficial ownership to 34,587 shares

Insights

Corporate Governance Expert

TL;DR: Insider sale executed under an established 10b5-1 plan; disclosure is routine and indicates compliance with insider-trading rules.

The transaction is a scheduled disposition under a pre-existing Rule 10b5-1 plan, which typically indicates the sale was pre-authorized and not driven by contemporaneous undisclosed company information. The filing clearly discloses the number of shares sold, the per-share price, and the remaining beneficial ownership including restricted stock units. For governance assessment, this is standard insider reporting and demonstrates adherence to required disclosure protocols.

Securities Analyst

TL;DR: A small-scale, pre-planned insider sale that modestly reduces holdings; no derivatives or other material changes reported.

From a market-impact perspective, the sale of 4,393 shares against a remaining beneficial holding of 34,587 shares (including 21,713 RSUs) is unlikely to be material for Phillips 66. The filing shows no options exercised or derivatives transacted. The explicit mention of RSUs clarifies part of the executive's long-term equity position.

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

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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).

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)
09/26/2025

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	09/26/2025		S		4,393(1)	D	$140	34,587(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	09/29/2025
	** 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 report on Form 4 for PSX?

She reported the sale of 4,393 shares of Phillips 66 common stock on 09/26/2025 at $140 per share.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted on 02/12/2025.

How many Phillips 66 shares does the reporting person beneficially own after the sale?

The filing shows 34,587 shares beneficially owned following the reported transaction.

Do the holdings include restricted stock units (RSUs)?

Yes. The filing states it includes 21,713 Restricted Stock Units that settle one-for-one into common stock.

Were any derivative securities reported in this Form 4?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.