Mandell Brian 4

What Happened

• Brian Mandell, Executive Vice President of Phillips 66 (PSX), had 2,188 shares withheld on February 7, 2026 to satisfy tax withholding obligations related to vested Restricted Stock Units (RSUs). The shares were valued at $156.93 each (average of the high and low on Feb 6, 2026), for a total of approximately $343,352. This was an administrative tax-withholding event, not an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-07; Form 4 filed: 2026-02-09 (timely filing).
• Withheld shares: 2,188 at $156.93 per share; total value ≈ $343,352.
• Nature of transaction: F (shares withheld to satisfy tax liability on RSU vesting).
• Footnotes: F1—shares withheld to satisfy taxes on RSUs granted Feb 7, 2023; F2—price is the average of the high and low on Feb 6, 2026; F3—reporting includes 14,938 RSUs that settle 1-for-1 into Phillips 66 common stock.
• Shares owned after transaction: Not specified in the provided filing excerpt.

Context

• This is a routine tax-withholding (cashless settlement) tied to RSU vesting, which is common when executives receive equity-based awards; it does not necessarily signal buying or selling intent in the market. For retail investors, purchases are generally more informative than withholding events, which are administrative.