Phillips 66 (NYSE: PSX) officer reports 72-share tax withholding, 27K+ shares owned

Rhea-AI Filing Summary

Phillips 66 executive reports small tax-related share withholding

A Phillips 66 vice president and controller reported a routine equity transaction on December 10, 2025. The company withheld 72 shares of common stock to cover FICA taxes, at an average price of $141.3725 based on that day’s high and low prices. After this transaction, the executive beneficially owned 23,638 shares directly and 3,585.272 shares indirectly through the Phillips 66 Savings Plan. The reported holdings include 3,761 restricted stock units that will settle one-for-one in 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

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).

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^*

Kluppel Ann M

(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)
	Vice President and Controller

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		72(1)	D	$141.3725(2)	23,638(3)	D
Common Stock								3,585.272(4)	I	By Phillips 66 Savings Plan

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 3,761 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

4. Includes shares acquired through ongoing acquisitions under a 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-11.

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) disclose in this Form 4?

A Phillips 66 vice president and controller reported a routine withholding of 72 shares of common stock on December 10, 2025 to satisfy FICA taxes.

At what price were the Phillips 66 (PSX) shares withheld?

The 72 withheld shares were valued at an average price of $141.3725, based on the high and low trading prices of Phillips 66 stock on December 10, 2025.

How many Phillips 66 (PSX) shares does the reporting person own after the transaction?

Following the transaction, the reporting person beneficially owned 23,638 shares directly and 3,585.272 shares indirectly through the Phillips 66 Savings Plan.

Does the Form 4 include restricted stock units for Phillips 66 (PSX)?

Yes. The reported holdings include 3,761 restricted stock units that settle into Phillips 66 common stock on a 1-for-1 basis.

Was this Phillips 66 (PSX) insider transaction a sale on the open market?

No. The Form 4 states the transaction reflected the withholding of shares by the issuer to satisfy FICA taxes, rather than an open-market sale.

What plan is referenced in the indirect ownership for Phillips 66 (PSX)?

The indirect ownership relates to 3,585.272 shares held through the Phillips 66 Savings Plan, including shares from ongoing acquisitions and dividend transactions under Rule 16a-11.