Phillips 66 (PSX) CFO files Form 4: 30,000 sold at $138

Phillips 66 (PSX) reported an insider transaction by its Exec.

Rhea-AI Filing Summary

Phillips 66 (PSX) reported an insider transaction by its Exec. VP and CFO. On 11/07/2025, the officer exercised stock options for 16,400 shares at $94.85 and 13,600 shares at $74.70, then sold 30,000 shares at $138. According to the filing, these option exercises and related sales were made solely at the direction of the reporting person's ex-spouse under a domestic relations order, and the ex-spouse will retain the after-tax proceeds.

Following the transactions, the officer beneficially owned 89,771 shares directly and 1,300.777 shares indirectly via the COP Savings Plan. The direct holdings include 32,540 Restricted Stock Units that settle 1-for-1 in PSX common stock.

Insider Trade Summary

Exercise and Sale: 30,000 shares ($1.57M approx. pre-tax spread)

Exercise and Sale 6 txns

Insider Mitchell Kevin J

Role Exec. VP and CFO

Sold 30,000 shs ($4.14M)

Approx. gross sale proceeds $4.14M

Approx. exercise cost $2.57M

Approx. pre-tax spread $1.57M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	16,400	$0.00	$0.00
Exercise	Employee Stock Option (Right to Buy)	13,600	$0.00	$0.00
Exercise	Common Stock	16,400	$94.85	$1.56M
Exercise	Common Stock	13,600	$74.70	$1.02M
Sale	Common Stock	30,000	$138.00	$4.14M
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 70,800 contracts (Direct); Common Stock — 89,771 shares (Direct); Common Stock — 1,300.777 shares (Indirect, COP Savings Plan)

Footnotes (4)

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 32,540 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.
3. F3. The stock options became exercisable in three equal annual installments beginning February 6, 2019.
4. F4. The stock options became exercisable in three equal annual installments beginning February 9, 2022.

FAQ

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

What did PSX’s CFO report on Form 4?

The officer exercised options and sold shares on 11/07/2025, with sales made under a domestic relations order.

How many Phillips 66 (PSX) shares were sold and at what price?

30,000 shares were sold at $138 per share.

What options were exercised by the PSX CFO?

16,400 options at $94.85 (expiring 02/06/2028) and 13,600 options at $74.70 (expiring 02/09/2031).

Who receives the proceeds from the share sales?

Per the filing, the reporting person’s ex-spouse retains the after-tax proceeds.

What are the PSX CFO’s holdings after the transactions?

89,771 shares directly and 1,300.777 shares indirectly via the COP Savings Plan.

Do the reported holdings include RSUs?

Yes. Direct holdings include 32,540 Restricted Stock Units that settle 1-for-1 in PSX common stock.

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

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Accepted by SEC EDGAR 11/12/2025 - 09:19 AM 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 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)
	Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

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	11/07/2025		M(1)		16,400	A	$94.85	106,171(2)	D
Common Stock	11/07/2025		M(1)		13,600	A	$74.7	119,771(2)	D
Common Stock	11/07/2025		S(1)		30,000	D	$138	89,771(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	11/07/2025		M(1)			16,400	(3)	02/06/2028	Common Stock	16,400	$0	27,200	D
Employee Stock Option (Right to Buy)	$74.7	11/07/2025		M(1)			13,600	(4)	02/09/2031	Common Stock	13,600	$0	43,600	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 32,540 Restricted Stock Units that settle for shares of Phillips 66 common stock on a 1-for-1 basis.

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

4. The stock options became exercisable in three equal annual installments beginning February 9, 2022.

Remarks:

	/s/ William H. Bald, as Attorney-in-Fact	11/12/2025
	** 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.