Phillips 66 (PSX) VP Ann Kluppel has 228 RSU shares withheld for taxes

Rhea-AI Filing Summary

Phillips 66 vice president and controller Ann M. Kluppel reported an automatic share withholding tied to equity compensation. On February 7, 2026, 228 shares of common stock were withheld at a price of $156.925 per share to cover tax obligations from vesting restricted stock units granted on February 7, 2023.

After this transaction, Kluppel beneficially owned 23,410 shares directly, which includes 2,729 restricted stock units that settle into Phillips 66 common stock on a one-for-one basis, and 3,585.272 shares indirectly through the Phillips 66 Savings Plan.

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^*

Kluppel Ann M

(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)
	Vice President and Controller

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		228(1)	D	$156.925(2)	23,410(3)	D
Common Stock								3,585.272(4)	I	By Phillips 66 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 2,729 RSUs that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

4. Includes shares acquired through ongoing acquisitions under a 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-11.

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) report for Ann M. Kluppel?

Phillips 66 reported that Ann M. Kluppel had 228 shares of common stock withheld on February 7, 2026. These shares were used to satisfy tax obligations from the vesting of restricted stock units granted in 2023.

Why were 228 Phillips 66 (PSX) shares withheld from Ann M. Kluppel?

The 228 Phillips 66 shares were withheld to cover tax withholding obligations related to the vesting of restricted stock units. Those RSUs were originally granted on February 7, 2023, and settled in company stock as they vested.

What price was used for Ann M. Kluppel’s Phillips 66 (PSX) tax withholding shares?

The tax withholding transaction used a price of $156.925 per Phillips 66 share. This price represents the average of the high and low trading prices of the company’s stock on February 6, 2026, as disclosed in the filing.

How many Phillips 66 (PSX) shares does Ann M. Kluppel own after the reported transaction?

After the transaction, Ann M. Kluppel beneficially owned 23,410 Phillips 66 shares directly and 3,585.272 shares indirectly. The direct holdings also include 2,729 restricted stock units that each convert into one share of common stock.

What indirect Phillips 66 (PSX) holdings does Ann M. Kluppel report?

Ann M. Kluppel reports indirect ownership of 3,585.272 Phillips 66 shares through the Phillips 66 Savings Plan. This balance reflects shares acquired via ongoing plan contributions and routine dividend transactions that are exempt under Rule 16a-11.

How are restricted stock units reflected in Ann M. Kluppel’s Phillips 66 (PSX) holdings?

Ann M. Kluppel’s direct holdings include 2,729 restricted stock units that each settle into one Phillips 66 common share. These RSUs are counted within her total directly beneficially owned shares reported in the Form 4 filing.