Phillips 66 (PSX) EVP Vanessa Allen Sutherland logs planned insider stock sale

Rhea-AI Filing Summary

Phillips 66 executive Vanessa Allen Sutherland, EVP, General Counsel and Secretary, reported an automatic sale of common stock under a pre-arranged Rule 10b5-1 trading plan. On January 9, 2026, she sold 4,394 shares of Phillips 66 common stock at $145 per share, a transaction code "S" for a sale.

After this sale, she reported beneficial ownership of 30,193 shares of Phillips 66 common stock. This total includes 21,713 Restricted Stock Units, which are set to settle into Phillips 66 common shares on a 1-for-1 basis. The filing reflects a routine insider transaction executed according to a trading plan adopted on February 12, 2025.

Insights

Equity compensation and insider-transactions analyst

Routine 10b5-1 sale by Phillips 66 executive with sizeable remaining stake.

The filing shows Vanessa Allen Sutherland, EVP, General Counsel and Secretary of Phillips 66, sold 4,394 shares of common stock at $145 per share on January 9, 2026. The transaction is coded as a sale and is described as occurring automatically under a pre-established Rule 10b5-1 trading plan adopted on February 12, 2025, indicating it was planned in advance.

After the transaction, she reports beneficial ownership of 30,193 shares, which includes 21,713 Restricted Stock Units that convert into common stock on a 1-for-1 basis. This suggests she continues to hold a meaningful economic interest aligned with equity performance through both stock and RSUs. The disclosure is a standard insider update rather than a fundamental change, and its significance depends on how investors interpret ongoing Rule 10b5-1 activity in future company filings.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
01/09/2026

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	01/09/2026		S		4,394(1)	D	$145	30,193(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 4,394 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	01/09/2026
	** 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).
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

Who reported the insider transaction in Phillips 66 (PSX)?

The transaction was reported by Vanessa Allen Sutherland, who serves as EVP, General Counsel and Secretary of Phillips 66.

How many Phillips 66 (PSX) shares were sold in this Form 4 filing?

The filing reports a sale of 4,394 shares of Phillips 66 common stock in a single transaction.

What was the sale price of the Phillips 66 (PSX) shares in this insider transaction?

The reported sale price was $145 per share for the 4,394 shares of Phillips 66 common stock.

Was the Phillips 66 (PSX) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sale of 4,394 shares occurred automatically under a Rule 10b5-1 trading plan adopted on February 12, 2025.

How many Phillips 66 (PSX) shares does Vanessa Allen Sutherland own after this transaction?

Following the sale, she reports beneficial ownership of 30,193 shares of Phillips 66 common stock.

What portion of Vanessa Allen Sutherland’s Phillips 66 (PSX) holdings are Restricted Stock Units?

The filing notes that her holdings include 21,713 Restricted Stock Units, which settle into Phillips 66 common stock on a 1-for-1 basis.