Phillips 66 (PSX) EVP reports tax withholding of 257 shares on Form 4

Rhea-AI Filing Summary

Phillips 66 executive reports routine tax-related share withholding. A Phillips 66 (ticker PSX) Executive Vice President reported a Form 4 transaction dated December 10, 2025. The filing shows that 257 shares of Phillips 66 common stock were disposed of with transaction code “F,” which indicates shares withheld by the company to cover tax obligations, specifically FICA taxes.

The shares were valued at an average price of $141.3725, based on the high and low trading prices on that date. After this withholding, the executive beneficially owns 39,453 shares of Phillips 66 common stock, including 26,540 restricted stock units that each convert into one share of 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

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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^*

Baldridge Don

(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)
	Executive Vice President

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		257(1)	D	$141.3725(2)	39,453(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. 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 26,540 Restricted Stock Units (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	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) report on this Form 4?

The Form 4 reports that a Phillips 66 Executive Vice President had 257 shares of common stock withheld by the company on December 10, 2025 to satisfy FICA tax obligations.

What does transaction code F mean in the Phillips 66 (PSX) Form 4?

Transaction code F indicates that the 257 shares were not sold on the market but were withheld by the issuer to cover tax liabilities related to an equity award.

At what price were the Phillips 66 (PSX) shares valued for this tax withholding?

The 257 shares withheld for taxes were valued at an average price of $141.3725, calculated as the average of the high and low trading prices of Phillips 66 stock on December 10, 2025.

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

Following the tax withholding transaction, the reporting executive beneficially owns 39,453 shares of Phillips 66 common stock in total.

How many restricted stock units (RSUs) are included in the Phillips 66 (PSX) executive’s holdings?

The total beneficial ownership of 39,453 shares includes 26,540 restricted stock units (RSUs), each of which settles into one share of Phillips 66 common stock.

Is this Phillips 66 (PSX) Form 4 transaction a market sale by the insider?

No. The Form 4 explains that the transaction represents withholding of shares by Phillips 66 to satisfy FICA taxes, rather than a discretionary market sale by the executive.