Phillips 66 (PSX) CFO discloses FICA tax share withholding and 89,326-share stake

Rhea-AI Filing Summary

Phillips 66 Executive Vice President and CFO reported a routine equity transaction involving company common stock. On 12/10/2025, 445 shares of Phillips 66 common stock were withheld by the company, coded as an "F" transaction, to satisfy FICA tax obligations related to equity compensation. The withholding price was $141.3725 per share, based on the average of the high and low trading prices that day.

After this tax withholding, the executive beneficially owns 89,326 shares of Phillips 66 common stock directly and 1,300.777 shares indirectly through the COP Savings Plan. The total direct holdings include 32,099 Restricted Stock Units that settle into Phillips 66 common shares on a 1-for-1 basis.

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^*

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)
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		445(1)	D	$141.3725(2)	89,326(3)	D
Common Stock								1,300.777	I	COP 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 32,099 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	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 did the Phillips 66 (PSX) CFO report in this Form 4?

The Executive Vice President and CFO reported a routine transaction where 445 shares of Phillips 66 common stock were withheld by the company on 12/10/2025 to cover FICA taxes tied to equity compensation.

Was the Phillips 66 (PSX) CFO’s transaction an open market sale?

No. The filing explains that the transaction represents the withholding of shares by the issuer to satisfy FICA taxes, identified with transaction code "F", rather than a discretionary open market sale.

At what price were the 445 withheld Phillips 66 (PSX) shares valued?

The 445 withheld shares were valued at $141.3725 per share, which is stated as the average of the high and low price of Phillips 66 stock on December 10, 2025.

How many Phillips 66 (PSX) shares does the CFO own after this transaction?

Following the transaction, the CFO beneficially owns 89,326 shares of Phillips 66 common stock directly and 1,300.777 shares indirectly through the COP Savings Plan.

What role do Restricted Stock Units play in the Phillips 66 (PSX) CFO’s holdings?

The filing notes that the CFO’s direct holdings include 32,099 Restricted Stock Units, which settle into Phillips 66 common stock on a 1-for-1 basis.

Who is the reporting person in this Phillips 66 (PSX) Form 4 and what is their position?

The reporting person is an Officer of Phillips 66, serving as Executive Vice President and Chief Financial Officer, as indicated in the relationship section of the form.