Phillips 66 (NYSE: PSX) CEO details 1,207-share tax withholding and 91,070-share stake

Rhea-AI Filing Summary

Phillips 66 Chairman and CEO, who is also a director, reported an insider transaction dated December 10, 2025. The filing shows that 1,207 shares of Phillips 66 common stock were withheld by the company to satisfy FICA tax obligations, at an average price of $141.3725 based on that day’s high and low trading prices. After this tax-withholding transaction, the executive beneficially owns 91,070 shares directly, which includes 86,598 restricted stock units (RSUs) that settle into Phillips 66 common stock on a one-for-one basis. In addition, the executive reports 15,628 shares held indirectly through a SLAT and another 15,628 shares held indirectly through a family trust.

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^*

Lashier Mark E

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		F		1,207(1)	D	$141.3725(2)	91,070(3)	D
Common Stock								15,628	I	By SLAT
Common Stock								15,628	I	By Family Trust

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. Transaction represents the withholding of shares by the Issuer to satisfy FICA taxes.

2. The price reflected above is the average of the high and the low price of the Company's stock on December 10, 2025.

3. Includes 86,598 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	12/11/2025
	** 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 insider transaction did Phillips 66 (PSX) report for its CEO on December 10, 2025?

The Chairman and CEO of Phillips 66 (PSX) reported that 1,207 shares of common stock were withheld by the company on December 10, 2025 to cover FICA tax obligations.

At what price were the Phillips 66 (PSX) shares withheld in the CEOs Form 4 filing?

The 1,207 Phillips 66 shares were withheld at an average price of $141.3725, calculated as the average of the high and low prices of the stock on December 10, 2025.

How many Phillips 66 (PSX) shares does the CEO beneficially own after the reported transaction?

Following the transaction, the CEO beneficially owns 91,070 shares directly, including 86,598 RSUs that settle one-for-one into Phillips 66 common stock.

What indirect holdings of Phillips 66 (PSX) stock are reported for the CEO?

The filing reports 15,628 shares held indirectly through a SLAT and an additional 15,628 shares held indirectly through a family trust.

What is the nature of the 1,207 Phillips 66 (PSX) shares reported in the Form 4?

The 1,207 shares represent shares withheld by Phillips 66 to satisfy the CEOs FICA tax liability, rather than an open-market purchase or sale.

What are the RSUs mentioned in the Phillips 66 (PSX) CEOs holdings?

The filing states that the CEOs direct holdings include 86,598 restricted stock units (RSUs), which each settle into one share of Phillips 66 common stock.