Phillips 66 CFO sells 11,021 shares at $190

Rhea-AI Filing Summary

Phillips 66 Exec. VP and CFO Kevin J. Mitchell exercised employee stock options to acquire 11,021 shares at an exercise price of $94.9675 and on the same day sold 11,021 common shares at a weighted average of $190.0268 per share under a Rule 10b5-1 trading plan. Following these transactions he directly holds 97,376 Phillips 66 common shares, including 31,849 Restricted Stock Units that settle on a 1-for-1 basis, and retains 2,050 options with a $94.9675 exercise price expiring on 2029-02-05.

Filing Explained

The filing records a plan-directed sale after an option exercise, leaving the executive with 97,376 common shares and 2,050 options.

The July 13, 2026 Form 4 reports that Phillips 66 Executive VP and CFO Kevin J. Mitchell exercised an employee stock option for 11,021 shares and sold the same number of common shares on July 9, 2026; afterward, the filing shows 97,376 common shares held directly and 2,050 options remaining.

The sale uses code S for an open-market sale, while the exercise uses code M for an option or derivative exercise.

The sale's reported weighted-average price was $190.0268 per share, with disclosed executions ranging from $190.00 to $190.25.

The filing states that the sale occurred automatically under a Rule 10b5-1 plan adopted on November 21, 2025; the plan disclosure provides the adoption date, not reasons for the individual trade.

The exercised option had a $94.9675 exercise price and an expiration date of February 5, 2029.

Insider Trade Summary 10b5-1

Exercise and Sale: 11,021 shares ($1.05M approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Mitchell Kevin J

Role Exec. VP and CFO

Sold 11,021 shs ($2.09M)

Approx. gross sale proceeds $2.09M

Approx. exercise cost $1.05M

Approx. pre-tax spread $1.05M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy) F4	11,021	$0.00	$0.00
Exercise	Common Stock F1	11,021	$94.9675	$1.05M
Sale	Common Stock F2, F3, F1	11,021	$190.0268	$2.09M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 2,050 contracts (Direct); Common Stock — 97,376 shares (Direct)

Footnotes (4)

1. F1. Includes 31,849 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.
2. F2. The reported sale of 11,021 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2025.
3. F3. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.00 to $190.25. 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 affected.
4. F4. The options became exercisable in three equal annual installments beginning on February 5, 2020.

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Available on EDGAR 07/13/2026 - 05:17 PM Accepted by SEC EDGAR 07/13/2026 - 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).

X

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)
07/09/2026

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	07/09/2026		M		11,021	A	$94.9675	108,397	D(1)
Common Stock	07/09/2026		S		11,021	D(2)	$190.0268	97,376(3)	D(1)

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	07/09/2026		M			11,021	(4)	02/05/2029	Common Stock	11,021	$0	2,050	D

Explanation of Responses:

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

2. The reported sale of 11,021 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2025.

3. The price reported above is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.00 to $190.25. 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 affected.

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

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	07/13/2026
	** 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)