Phillips 66 (PSX) EVP exercises 25,500 options, sells shares at $140 avg

Rhea-AI Filing Summary

Phillips 66 Executive Vice President reports option exercise and share sale. On 12/01/2025, a Phillips 66 (PSX) executive exercised an employee stock option for 25,500 shares of common stock at an exercise price of $94.9675 per share. These newly acquired shares were then sold the same day, with 25,500 shares disposed of in an open-market sale.

The reported sale used a weighted average price of $140.04 per share, with individual trades executed between $139.91 and $140.19. After these transactions, the reporting person beneficially owns 56,837.9177 shares of Phillips 66 common stock, which includes 23,726 restricted stock units that settle into shares on a one-for-one 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

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^*

Mandell Brian

(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)
12/01/2025

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	12/01/2025		M		25,500	A	$94.9675	82,337.9177(1)	D
Common Stock	12/01/2025		S		25,500	D	$140.04(2)	56,837.9177(1)	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
Employee Stock Option (Right to Buy)	$94.9675	12/01/2025		M			25,500	(3)	02/05/2029	Common Stock	25,500	$0	0	D

Explanation of Responses:

1. Includes 23,726 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

2. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.91 to $140.19. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

3. The options became exercisable in three equal annual installments beginning on February 5, 2020.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	12/01/2025
	** 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 in this Form 4?

The filing reports that a Phillips 66 Executive Vice President exercised an employee stock option for 25,500 shares of common stock at $94.9675 per share and sold 25,500 shares of common stock on 12/01/2025.

At what prices were the Phillips 66 (PSX) shares sold in this insider transaction?

The sale is reported at a weighted average price of $140.04 per share. The shares were sold in multiple transactions at prices ranging from $139.91 to $140.19.

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

Following the reported transactions, the insider beneficially owns 56,837.9177 shares of Phillips 66 common stock.

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

The beneficial ownership figure includes 23,726 restricted stock units, which settle into shares of Phillips 66 common stock on a 1-for-1 basis.

What kind of derivative security did the Phillips 66 (PSX) insider exercise?

The insider exercised an employee stock option (right to buy) covering 25,500 shares of Phillips 66 common stock at an exercise price of $94.9675 per share, with an expiration date of 02/05/2029.

When did the employee stock options exercised by the Phillips 66 (PSX) insider become exercisable?

The options became exercisable in three equal annual installments beginning on February 5, 2020, as noted in the explanation of responses.