[SCHEDULE 13G/A] PHILLIPS 66 SEC Filing

Rhea-AI Filing Summary

On 29 Jul 2025, The Vanguard Group filed Amendment No. 2 to Schedule 13G disclosing a passive position in RB Global Inc. (RBA).

• Shares beneficially owned: 25,205,500.
• Ownership percentage: 13.61% of outstanding common stock (record date 30 Jun 2025).
• Voting power: 0 sole; 2,230,890 shared.
• Dispositive power: 22,809,103 sole; 2,396,397 shared.

Vanguard files under Rule 13d-1(b) as an investment adviser and certifies the stake is held in the ordinary course, with no intent to influence control. The amendment merely updates ownership totals, signalling elevated passive institutional support. The disclosure is informational; it does not indicate imminent operational, strategic, or governance changes for RB Global.

Insights

Equity Ownership Analyst

TL;DR: Vanguard’s 13.6% passive stake boosts RBA’s institutional base, but lacks control intent—fundamental impact is neutral.

The amendment confirms Vanguard holds 25.2 M shares, the largest reported passive position at 13.61% of RBA’s float. Voting influence is minimal (0 sole, 2.2 M shared), underscoring a non-activist posture. Passive index ownership may enhance liquidity and lower volatility, yet offers no direct catalyst for earnings or strategic change. Overall, this filing is an ownership transparency event rather than a value-changing development.

Portfolio Manager

TL;DR: Increased Vanguard exposure can steady share price, but does not alter investment thesis—view remains unchanged.

A 13G (vs. 13D) signals passive intent; no governance demands accompany the stake. With 22.8 M shares under sole dispositive power, Vanguard could add selling pressure if index flows reverse, yet historically such funds trade gradually. Absent new fundamentals, I classify the news as non-impactful for portfolio weighting decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

Phillips 66

(Name of Issuer)

Common Stock

(Title of Class of Securities)

718546104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 718546104

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 502,875.00
7	Sole Dispositive Power 44,381,764.00
8	Shared Dispositive Power 1,982,791.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

46,364,555.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.37 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Phillips 66
(b)	Address of issuer's principal executive offices: 2331 Citywest Blvd, Houston, TX, 77042
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 718546104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 46364555
(b)	Percent of class: 11.37 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 502875
	(iii) Sole power to dispose or to direct the disposition of: 44381764
	(iv) Shared power to dispose or to direct the disposition of: 1982791
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	07/29/2025

FAQ

How many RB Global (RBA) shares does The Vanguard Group now own?

The filing reports 25,205,500 common shares beneficially owned.

What percentage of RB Global’s outstanding shares does this represent?

Vanguard’s stake equals 13.61% of the common stock class.

Does Vanguard have voting control over the shares?

It has 0 sole voting power and 2,230,890 shares with shared voting power, indicating limited influence.

Is the position considered activist or passive?

Filed on Schedule 13G as an investment adviser, the stake is strictly passive with no intent to influence control.

When did the ownership level that triggered this filing occur?

The reportable event date is 30 June 2025; the amendment was filed 29 July 2025.