Phillips 66 (PSX) EVP Harbison has 1,378 RSU shares withheld for taxes

Rhea-AI Filing Summary

Phillips 66 executive reports tax-share withholding tied to RSU vesting. EVP, Refining Richard G. Harbison reported that on February 7, 2026, 1,378 shares of Phillips 66 common stock were withheld to cover tax obligations from vesting restricted stock units granted on February 7, 2023. The withholding price was based on an average stock price of $156.925 on February 6, 2026. After this transaction, Harbison directly beneficially owned 30,923 common shares, with additional indirect holdings of 40 shares held by his son and 6,714.876 shares held through the Phillips 66 Savings Plan. Footnotes also note 14,837 RSUs outstanding that will settle into common 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

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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^*

Harbison Richard G

(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)
	EVP, Refining

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		1,378(1)	D	$156.925(2)	30,923(3)	D
Common Stock								40	I	by son
Common Stock								6,714.876(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 14,837 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 Richard G. Harbison?

Phillips 66 EVP, Refining Richard G. Harbison reported 1,378 common shares withheld for taxes. The withholding was tied to the vesting of restricted stock units granted on February 7, 2023, rather than an open-market sale.

On what date were Phillips 66 (PSX) shares withheld for Richard Harbisons taxes?

The shares were withheld on February 7, 2026. This date corresponds to the vesting of previously granted restricted stock units, triggering a tax obligation covered by delivering shares back to the company instead of paying cash.

At what price were the withheld Phillips 66 (PSX) shares valued in Harbisons Form 4?

The 1,378 withheld shares were valued at $156.925 each. That price represents the average of the high and low trading prices of Phillips 66 common stock on February 6, 2026, as disclosed in the footnotes.

How many Phillips 66 (PSX) shares does Richard Harbison own after this transaction?

Following the transaction, Harbison beneficially owned 30,923 Phillips 66 common shares directly. He also had indirect holdings of 40 shares through his son and 6,714.876 shares through the Phillips 66 Savings Plan, plus separate RSU awards.

What RSU holdings for Phillips 66 (PSX) does Richard Harbison report?

The filing notes 14,837 restricted stock units outstanding for Harbison. Each RSU is structured to settle into one share of Phillips 66 common stock on a 1-for-1 basis when the applicable vesting or settlement conditions are met.

Are the indirect Phillips 66 (PSX) holdings in the Form 4 material to Richard Harbisons stake?

Indirectly, Harbison is reported to have 40 shares held by his son and 6,714.876 shares through the Phillips 66 Savings Plan. These positions supplement his 30,923 directly held shares and represent additional exposure linked to his employment and family.