Phillips 66 CFO’s ex-spouse sells 30,000 shares

Phillips 66 Executive VP and CFO Kevin J. Mitchell reported option exercises and share sales that were carried out under a domestic relations order.

Rhea-AI Filing Summary

Phillips 66 Executive VP and CFO Kevin J. Mitchell reported option exercises and share sales that were carried out under a domestic relations order. On May 8 and 11, 2026, 30,000 employee stock options were exercised at prices of about $94.85–$94.97 per share, and 30,000 shares of common stock were sold in open-market transactions at weighted average prices around $170.00–$171.56. A footnote explains that both the option exercises and the sales were made solely at the direction of his ex-spouse, who will retain the after-tax sale proceeds. After these transactions, he holds 97,376 Phillips 66 shares directly, plus 31,849 Restricted Stock Units that settle 1-for-1 in common stock, and 1,300.777 shares indirectly through the COP Savings Plan.

Insider Trade Summary

Exercise and Sale: 30,000 shares ($2.25M approx. pre-tax spread)

Exercise and Sale 9 txns

Insider Mitchell Kevin J

Role Exec. VP and CFO

Sold 30,000 shs ($5.10M)

Approx. gross sale proceeds $5.10M

Approx. exercise cost $2.85M

Approx. pre-tax spread $2.25M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	600	$0.00	$0.00
Exercise	Common Stock	600	$94.9675	$57K
Sale	Common Stock	600	$171.56	$103K
Exercise	Employee Stock Option (Right to Buy)	5,400	$0.00	$0.00
Exercise	Employee Stock Option (Right to Buy)	24,000	$0.00	$0.00
Exercise	Common Stock	5,400	$94.85	$512K
Exercise	Common Stock	24,000	$94.9675	$2.28M
Sale	Common Stock	29,400	$170.005	$5.00M
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 13,071 contracts (Direct); Common Stock — 97,376 shares (Direct); Common Stock — 1,300.777 shares (Indirect, COP Savings Plan)

Footnotes (5)

1. F1. The exercise of stock options and sale of shares acquired upon exercise were made solely at the direction of the reporting person's ex-spouse pursuant to a domestic relations order. The reporting person's ex-spouse will retain the after-tax proceeds from the sales.
2. F2. Includes 31,849 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.
3. F3. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.00 to $170.095. 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.
4. F4. The stock options became exercisable in three equal annual installments beginning February 6, 2019.
5. F5. The stock options became exercisable in three equal annual installments beginning February 5, 2020.

Key Figures

Shares sold: 30,000 shares Sale prices: $170.005 and $171.56 per share Options exercised: 30,000 options +4 more

7 metrics

Shares sold 30,000 shares Common stock sales at ~$170.00–$171.56 per share

Sale prices $170.005 and $171.56 per share Weighted average prices for open-market sales

Options exercised 30,000 options Employee stock options converted to common stock

Exercise prices $94.8500 and $94.9675 per share Conversion prices of exercised employee stock options

Direct holdings after transactions 97,376 shares Direct Phillips 66 common stock owned post-transaction

Restricted Stock Units 31,849 RSUs RSUs settling 1-for-1 in Phillips 66 common stock

Indirect plan holdings 1,300.777 shares Held through COP Savings Plan

Key Terms

domestic relations order, Restricted Stock Units, weighted average price, Employee Stock Option (Right to Buy), +1 more

5 terms

domestic relations order financial

"made solely at the direction of the reporting person's ex-spouse pursuant to a domestic relations order"

Restricted Stock Units financial

"Includes 31,849 Restricted Stock Units that settle for shares of Phillips 66 common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price reported above is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Option (Right to Buy) financial

"Employee Stock Option (Right to Buy)"

COP Savings Plan financial

"Common Stock ... indirect ... nature_of_ownership: COP Savings Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Phillips 66 (PSX) report for Kevin J. Mitchell?

Phillips 66 reported that Kevin J. Mitchell had 30,000 employee stock options exercised and 30,000 common shares sold in open-market trades. These actions were linked, with options converted into stock and then sold as part of the same overall sequence.

Who directed the recent Phillips 66 (PSX) insider option exercises and share sales?

The option exercises and share sales were made solely at the direction of Kevin J. Mitchell’s ex-spouse under a domestic relations order. A filing footnote states the ex-spouse directed the trades and will retain all after-tax proceeds from the stock sales.

At what prices were Phillips 66 (PSX) shares sold in the reported insider trades?

The filing shows common shares sold at weighted average prices of about $170.005 and $171.56 per share. One footnote notes multiple trades between $170.00 and $170.095, with full pricing details available to regulators, the company, or shareholders upon request.

What option exercise prices applied in the Phillips 66 (PSX) Form 4 for Kevin J. Mitchell?

The employee stock options exercised had conversion prices of $94.8500 and $94.9675 per share. These options were previously granted awards that became exercisable in three equal annual installments starting in February 2019 and February 2020, according to the footnotes.

How many Phillips 66 (PSX) shares does Kevin J. Mitchell hold after these transactions?

After the reported transactions, he directly owns 97,376 Phillips 66 common shares and has 31,849 Restricted Stock Units that settle 1-for-1 in stock. He also holds 1,300.777 additional shares indirectly through the COP Savings Plan, as disclosed in the filing.

Did the ex-spouse or Kevin J. Mitchell receive the proceeds from the Phillips 66 (PSX) stock sales?

The filing specifies that Kevin J. Mitchell’s ex-spouse will retain the after-tax proceeds from the stock sales. The trades, including option exercises and resulting share sales, were executed solely at the ex-spouse’s direction pursuant to a domestic relations order.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 05:16 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Mitchell Kevin J

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TEXAS 77042

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Exec. VP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/08/2026		M(1)		5,400	A	$94.85	102,776(2)	D
Common Stock	05/08/2026		M(1)		24,000	A	$94.9675	126,776(2)	D
Common Stock	05/08/2026		S(1)		29,400	D	$170.005(3)	97,376(2)	D
Common Stock	05/11/2026		M(1)		600	A	$94.9675	97,976(2)	D
Common Stock	05/11/2026		S(1)		600	D	$171.56	97,376(2)	D
Common Stock								1,300.777	I	COP 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
Employee Stock Option (Right to Buy)	$94.85	05/08/2026		M(1)			5,400	(4)	02/06/2028	Common Stock	5,400	$0	0	D
Employee Stock Option (Right to Buy)	$94.9675	05/08/2026		M(1)			24,000	(5)	02/05/2029	Common Stock	24,000	$0	13,671	D
Employee Stock Option (Right to Buy)	$94.9675	05/11/2026		M(1)			600	(5)	02/05/2029	Common Stock	600	$0	13,071	D

Explanation of Responses:

1. The exercise of stock options and sale of shares acquired upon exercise were made solely at the direction of the reporting person's ex-spouse pursuant to a domestic relations order. The reporting person's ex-spouse will retain the after-tax proceeds from the sales.

2. Includes 31,849 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

3. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.00 to $170.095. 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.

4. The stock options became exercisable in three equal annual installments beginning February 6, 2019.

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

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)