Phillips 66 (NYSE: PSX) CFO covers RSU taxes with 3,361 shares

Rhea-AI Filing Summary

Phillips 66 executive vice president and CFO Kevin J. Mitchell reported a tax-related share withholding tied to vesting restricted stock units. On February 7, 2026, 3,361 shares of Phillips 66 common stock were withheld to satisfy tax obligations from RSUs granted on February 7, 2023, at a reference price of $156.925 per share, the average of the high and low price on February 6, 2026.

After this transaction, Mitchell beneficially owned 85,965 shares directly, plus 1,300.777 shares held indirectly through the COP Savings Plan, and his holdings include 20,438 RSUs that settle into Phillips 66 common stock 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)
02/07/2026

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	02/07/2026		F		3,361(1)	D	$156.925(2)	85,965(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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) granted on February 7, 2023.

2. The price reflected above is the average of the high and the low price of the Company's stock on February 6, 2026.

3. Includes 20,438 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	02/09/2026
	** 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

What insider transaction did Phillips 66 (PSX) CFO Kevin J. Mitchell report?

Kevin J. Mitchell reported 3,361 Phillips 66 shares withheld to cover taxes on vested restricted stock units. The withholding relates to RSUs granted February 7, 2023, and is a tax-settlement event rather than an open-market stock sale.

At what price were the 3,361 Phillips 66 shares valued for the tax withholding?

The 3,361 withheld shares were valued at $156.925 per share. This price represents the average of the high and low trading prices of Phillips 66 stock on February 6, 2026, as disclosed in the footnotes to the Form 4 filing.

How many Phillips 66 shares does the CFO own after this Form 4 transaction?

After the reported transaction, Kevin J. Mitchell beneficially owns 85,965 Phillips 66 common shares directly. He also has 1,300.777 shares held indirectly through the COP Savings Plan, in addition to 20,438 RSUs that settle into common stock on a 1-for-1 basis.

What is the nature of the indirect Phillips 66 holdings reported by the CFO?

The Form 4 shows 1,300.777 Phillips 66 shares held indirectly through the COP Savings Plan. This indicates those shares are part of a savings or retirement-type plan rather than directly held in a standard brokerage account by Kevin J. Mitchell.

How are restricted stock units (RSUs) reflected in Kevin J. Mitchell’s Phillips 66 holdings?

The filing states that his holdings include 20,438 restricted stock units. These RSUs settle into Phillips 66 common stock on a 1-for-1 basis, meaning each RSU converts into one share when vesting and settlement conditions are met.