Mandell Brian 4

What Happened

• Brian Mandell, Executive Vice President of Phillips 66 (PSX), exercised stock options and immediately sold the resulting 42,800 shares on March 12, 2026.
• He paid $89.57 per share to exercise (total cost $3,833,596) and sold the 42,800 shares at a weighted-average price of $169.53 for gross proceeds of $7,255,756. The Form 4 also shows the derivative position converted/removed in connection with the exercise.

Key Details

• Transaction date: 2026-03-12. Form filed: 2026-03-16 (timely — within the two-business-day filing window).
• Option exercise (Code M): 42,800 shares acquired at $89.57 — total reported exercise cost $3,833,596.
• Sale (Code S): 42,800 shares sold at a weighted-average $169.53 — gross proceeds $7,255,756. Sales occurred at prices ranging $169.50–$169.55 (footnote F2).
• Derivative reporting: a corresponding derivative position of 42,800 shares was reported disposed at $0.00, reflecting conversion/exercise treatment on the Form 4.
• Footnotes: F1 notes the reporting person’s holdings include 22,182 restricted stock units (1-for-1 settlement). F3 notes the options became exercisable in three equal annual installments beginning Feb 4, 2021.
• Shares owned after the transaction are not specified in the provided filing details.

Context

• This is effectively a cashless exercise: options were exercised and the shares were sold the same day, a common practice for executives to realize value and cover exercise/tax costs. Such sales are often routine and do not, by themselves, indicate management’s ongoing view of the company’s prospects.