|4Feb 9, 5:40 PM ET

Mitchell Kevin J 4

4 · Phillips 66 · Filed Feb 9, 2026

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Phillips 66 (PSX) CFO Kevin Mitchell Withholds 3,361 Shares for Taxes

What Happened Kevin J. Mitchell, Executive Vice President and Chief Financial Officer of Phillips 66 (PSX), had 3,361 shares withheld on February 7, 2026 to satisfy tax withholding obligations tied to vested Restricted Stock Units (RSUs). The shares are reported at an average price of $156.93, producing a value of approximately $527,425. This transaction is recorded under withholding/tax code F (routine tax withholding), not an open-market sale intended as an investment decision.

Key Details

  • Transaction date: 2026-02-07 (reported on Form 4 filed 2026-02-09).
  • Price used: $156.93 per share (average of the high and low on Feb 6, 2026 — footnote F2).
  • Shares withheld/disposed: 3,361 shares for tax withholding (code F).
  • Footnotes: F1 — shares withheld to satisfy tax on RSUs granted Feb 7, 2023; F3 — references 20,438 RSUs that settle 1-for-1 into common stock.
  • Shares owned after transaction: not specified in the provided summary — see the full Form 4 for total beneficial ownership.
  • Timeliness: Filed within two business days of the transaction (timely filing).

Context Withholding shares for tax on vested RSUs is a common, administrative insider transaction and does not necessarily indicate a change in the insider’s view of the company. This was not an open-market sale by the insider; it’s a cashless/withholding settlement to cover taxes associated with RSU vesting.

Insider Transaction Report

Form 4
Period: 2026-02-07
Mitchell Kevin J
Exec. VP and CFO
Transactions
  • Tax Payment

    Common Stock

    [F1][F2][F3]
    2026-02-07$156.93/sh3,361$527,42585,965 total
Holdings
  • Common Stock

    (indirect: COP Savings Plan)
    1,300.777
Footnotes (3)
  • [F1]Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) granted on February 7, 2023.
  • [F2]The price reflected above is the average of the high and the low price of the Company's stock on February 6, 2026.
  • [F3]Includes 20,438 RSUs that settle for shares of Phillips 66 common stock on a 1-for-1 basis.
Signature
/s/ William H. Bald, as Attorney-in-Fact|2026-02-09

Documents

1 file
  • 4
    wk-form4_1770676852.xmlPrimary

    FORM 4