Phillips 66 (NYSE: PSX) grants director 1,423 RSUs at $140.56

Rhea-AI Filing Summary

Phillips 66 director Andrew Nigel Hearne reported an equity award of 1,423 shares of common stock on January 15, 2026. The filing shows these were granted as Restricted Stock Units (RSUs) awarded annually to non-employee directors, with each RSU converting into one share of Phillips 66 common stock.

The price per share is reported as $140.56, described as the average of the high and low trading prices of Phillips 66 stock on that date. Following this grant, Hearne beneficially owned 2,517.512 shares, which include 2,484.5124 RSUs, reflecting prior awards and routine dividend-related RSU accruals that are exempt under Rule 16a-11.

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^*

HEARNE ANDREW NIGEL

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		1,423(1)	A	$140.56(2)	2,517.512(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. Annual grant to non-employee directors of Restricted Stock Units (RSUs) that convert to Phillips 66 common stock on a 1-for-1 basis.

2. The price reflected above is the average of the high and the low price of Phillips 66's stock on January 15, 2026.

3. Includes 2,484.5124 RSUs including shares acquired through routine dividend transactions that are exempt under Rule 16a-11.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	01/20/2026
	** 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) disclose for Andrew Nigel Hearne?

Phillips 66 reported that director Andrew Nigel Hearne received an award of 1,423 shares of common stock on January 15, 2026, in the form of Restricted Stock Units (RSUs) that convert to common stock on a 1-for-1 basis.

What was the price used for the 1,423-share RSU grant at Phillips 66 (PSX)?

The RSU grant to director Andrew Nigel Hearne used a price of $140.56 per share, which is described as the average of the high and low trading prices of Phillips 66 stock on January 15, 2026.

How many Phillips 66 (PSX) shares does Andrew Nigel Hearne beneficially own after this transaction?

After the reported RSU grant, Andrew Nigel Hearne beneficially owned 2,517.512 shares of Phillips 66 common stock, including 2,484.5124 RSUs accumulated from prior awards and routine dividend-related RSU transactions.

What is the nature of the equity award reported for the Phillips 66 (PSX) director?

The filing states it is an annual grant to non-employee directors of Restricted Stock Units (RSUs), which convert into Phillips 66 common stock on a 1-for-1 basis.

Is the Phillips 66 (PSX) Form 4 transaction direct or indirect ownership?

The Form 4 indicates that the 2,517.512 shares held after the transaction, including the newly granted RSUs, are held with direct (D) ownership by Andrew Nigel Hearne.