Vanguard Capital Management (NYSE: PSX) reports 7.52% stake in Phillips 66

Rhea-AI Filing Summary

Vanguard Capital Management reported beneficial ownership of 30,148,338 shares of Phillips 66 common stock, representing 7.52% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 30,148,338 shares and sole voting power for 4,040,354 shares. The Schedule 13G discloses that the holdings include securities held for Vanguard funds and managed accounts; the filing was signed on 04/30/2026.

Key Figures

Shares beneficially owned: 30,148,338 shares Percent of class: 7.52% Sole voting power: 4,040,354 shares +2 more

5 metrics

Shares beneficially owned 30,148,338 shares as of 03/31/2026

Percent of class 7.52% Phillips 66 common stock

Sole voting power 4,040,354 shares voting power reported in Schedule 13G

Sole dispositive power 30,148,338 shares dispositive power reported in Schedule 13G

Signature date 04/30/2026 Schedule 13G signature by Vanguard representative

Key Terms

Schedule 13G, Sole dispositive power, Beneficially owned

3 terms

Schedule 13G regulatory

"Vanguard Capital Management reported beneficial ownership of 30,148,338 shares"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Sole dispositive power financial

"This includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Beneficially owned financial

"reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Phillips 66

(Name of Issuer)

Common Stock

(Title of Class of Securities)

718546104

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 718546104

1

Names of Reporting Persons

Vanguard Capital Management

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 4,040,354.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 30,148,338.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

30,148,338.00

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)

7.52 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Capital Management
(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 Number(s): 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: 30148338
(b)	Percent of class: 7.52 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4040354
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 30148338
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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. Vanguard Capital Management, 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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026

FAQ

What stake does Vanguard hold in Phillips 66 (PSX)?

Vanguard holds 30,148,338 shares, or 7.52% of Phillips 66 common stock. The Schedule 13G states the position is reported as of 03/31/2026 and reflects holdings across Vanguard funds and managed accounts over which Vanguard exercises dispositive power.

Does Vanguard have voting control over its Phillips 66 shares?

Vanguard reports sole voting power for 4,040,354 shares. The filing lists sole dispositive power for 30,148,338 shares and no shared voting or dispositive power for the reported position.

When was the Phillips 66 Schedule 13G filed and signed?

The ownership figure is stated as of 03/31/2026 and the Schedule 13G was signed on 04/30/2026. The signature line names Ashley Grim as Head of Global Fund Administration for Vanguard Capital Management.

Are Vanguard's Phillips 66 holdings held for other clients or funds?

Yes. The filing explains the holdings include securities held by Vanguard funds and managed accounts over which Vanguard Capital Management or specified affiliates exercise dispositive power, as described under SEC Release No. 34-39538.

Does any other person hold more than 5% of Phillips 66 according to this filing?

No single other person's interest exceeds 5% per the filing. The Schedule 13G states that no one else's interest in the reported securities is more than 5% of the class.