[Form 4] PHILLIPS 66 Insider Trading Activity

Rhea-AI Filing Summary

Gregory Hayes, a director of Phillips 66 (PSX), reported a securities transaction dated 09/02/2025. He elected to receive Restricted Stock Units (RSUs) in lieu of his annual cash retainer, paid monthly. The Form 4 reports an acquisition on 09/02/2025 with a recorded price of $132.9825 (the average of the high and low on that date). Following the reported transaction, the filing shows 29,617.8108 shares beneficially owned, which includes 11,017.8108 RSUs that will settle into Phillips 66 common stock on a 1-for-1 basis.

Positive

• Increased disclosed insider ownership: Beneficial ownership is reported at 29,617.8108 shares following the transaction, improving transparency.
• Compensation aligned with equity: The reporting person elected RSUs that convert 1-for-1 to common stock, aligning director pay with shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: This Form 4 documents a director electing RSUs instead of cash, increasing reported beneficial ownership to 29,617.8108 shares.

The filing indicates a non-derivative acquisition tied to compensation: the reporting person elected to receive RSUs in lieu of cash retainer, with RSUs converting 1-for-1 to common stock. The per-share reference price of $132.9825 is stated as the average of the high and low on 09/02/2025. The report shows 29,617.8108 shares beneficially owned after the transaction, including 11,017.8108 RSUs that will settle for shares. From an investor-data perspective, this updates insider ownership levels and reflects a compensation election rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Director compensation was taken as RSUs, a standard governance practice; the Form 4 records the resulting change in beneficial ownership.

The disclosure explicitly states the director elected RSUs instead of a cash retainer and that RSUs convert 1-for-1 to Phillips 66 common stock. The entry documents the transaction date (09/02/2025), the averaging price used ($132.9825), and the post-transaction beneficial ownership total of 29,617.8108 shares, of which 11,017.8108 are RSUs scheduled to settle. This is a compensatory issuance disclosure required under Section 16 and helps maintain transparency around insider holdings and executive compensation elections.

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
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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^*

HAYES GREGORY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		97(1)	A	$132.9825(2)	29,617.8108(3)	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 reporting person elected to receive Restricted Stock Units (RSUs) in lieu of his annual cash retainer, which retainer is paid in monthly installments. RSUs convert to Phillips 66 common stock on a 1-for-1 basis.

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

3. Includes 11,017.8108 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	09/03/2025
	** 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 transaction did Gregory Hayes report on Form 4 for Phillips 66 (PSX)?

The Form 4 reports an acquisition via election to receive Restricted Stock Units (RSUs) in lieu of a cash retainer, dated 09/02/2025.

How many shares does the Form 4 show Gregory Hayes beneficially owns after the transaction?

The filing shows 29,617.8108 shares beneficially owned following the reported transaction.

How many RSUs will settle into Phillips 66 shares for Gregory Hayes?

The Form 4 states it includes 11,017.8108 RSUs that will settle for shares on a 1-for-1 basis.

What price is reported on the Form 4 for the transaction?

The price reported is $132.9825, described as the average of the high and low price on 09/02/2025.

Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person (the checkbox for one reporting person is marked).