UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

ofOctober ~~the~~29, ~~Securities~~2025 ~~Exchange Act of 1934~~

Date of Report (~~Date~~date of earliest event reported)~~: September 29, 2025~~

Phillips 66

(Exact name of registrant as specified in its charter)


Delaware	001-35349	45-3779385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2331 CityWest Boulevard

Houston, Texas 77042

(Address of Principal Executive Offices and Zip Code)

(832) 765-3010

(Registrant’'s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading symbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common stock, $0.01 par value		~~PSX~~	PSX	~~New York Stock Exchange~~		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~September~~ October 29, 2025, Phillips 66 ~~Company~~issued ~~(the “Company”),~~ a ~~wholly~~press ~~owned~~release ~~subsidiary~~announcing ~~of Phillips 66, amended~~ the ~~Company’~~company's ~~accounts~~financial ~~receivable~~and ~~securitization~~operating ~~program.~~results Infor ~~connection therewith,~~ the ~~Company~~quarter ~~entered~~ended ~~into the Third Amendment to Receivables Purchase and Financing Agreement (the “Amendment”) to amend its existing Receivables Purchase and Financing Agreement dated~~ September 30, ~~2024~~2025. A ~~(the~~copy ~~“RPFA”),~~of ~~among~~ the ~~Company,~~press asrelease ~~servicer,~~is ~~Phillips~~furnished 66as ~~Receivables~~Exhibit ~~LLC,~~99.1 ashereto ~~SPE,~~and ~~the~~incorporated ~~Purchaser/Lenders~~herein ~~party~~by ~~thereto~~reference. Additional ~~from~~financial ~~time~~and tooperating ~~time,~~information ~~PNC~~about ~~Capital~~the ~~Markets~~quarter ~~LLC,~~is furnished as ~~structuring~~Exhibit ~~agent,~~99.2 hereto and ~~PNC~~incorporated ~~Bank,~~herein ~~National~~by ~~Association, as Administrative Agent~~reference.

The ~~Amendment~~information ~~amends~~in this report and the ~~RPFA~~exhibits attached hereto shall not be deemed to, ~~among~~be ~~other~~“filed” ~~things,~~for purposes of the Securities Exchange Act of 1934 (ithe “Exchange Act”) ~~increase~~ or otherwise subject to the ~~maximum~~liabilities ~~facility~~of ~~size~~that ~~from~~section, ~~$1 billion~~nor toshall ~~$1.25 billion~~it ~~and~~be ~~(ii) extend~~deemed incorporated by reference in any filing under the ~~maturity~~Securities ~~date~~Act ~~from~~of ~~September 29~~1933, ~~2025~~as toamended, ~~September 28~~or the Exchange Act, ~~2026.~~regardless of any general incorporation language in such filing.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Third Amendment to Receivables Purchase and Financing Agreement, dated as of September 29, 2025, among Phillips 66 Receivables LLC, the persons from time to time party thereto as Purchaser/Lenders, PNC Bank, National Association, as Administrative Agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent.


99.1	—	Press release issued by Phillips 66 on October 29 , 2025
99.2	—	Supplemental financial and operating information.






104	—	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~104 Cover Page Interactive Data File (embedded within the Inline XBRL document).~~1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~PHILLIPS 66~~			PHILLIPS 66
~~By:~~	~~/s/ Vanessa A. Sutherland~~	By:	/s/ Ann M. Kluppel
Name:	Vanessa A. Sutherland
			Ann M. KluppelVice President and Controller
Title:	Executive Vice President

~~September 30~~Date: October 29, 2025

Filing Compare · Phillips 66