Mitchell Kevin J 4

What Happened

• Kevin J. Mitchell, Executive Vice President and Chief Financial Officer of Phillips 66, exercised stock options and sold the resulting shares. He exercised a total of 21,800 shares (4,944 on 2026-03-04 and 16,856 on 2026-03-05) at an exercise price of $94.85 per share (total exercise cost $2,067,730). He then sold those shares in the open market for total proceeds of about $3,651,468 (weighted averages: $165.03 for the 3/4 sales and $168.22 for the 3/5 sales).
• The filing also shows derivative dispositions recorded at $0.00 for the same share amounts on each date (these entries commonly reflect net share settlement or withholding related to exercises/settlements).

Key Details

• Transaction dates and prices:
  • 2026-03-04: Exercised 4,944 options @ $94.85 (cost $468,938); sold 4,944 shares @ weighted avg $165.03 (proceeds $815,899). Sale prices ranged ~$165.00–165.07 (F2).
  • 2026-03-05: Exercised 16,856 options @ $94.85 (cost $1,598,792); sold 16,856 shares @ weighted avg $168.22 (proceeds $2,835,569). Sale prices ranged ~$166.50–168.82 (F3).
• Aggregate: exercised 21,800 shares; total exercise cost ~$2.07M; total sale proceeds ~$3.65M.
• Shares owned after transaction: not specified in the provided summary. Footnote F1 notes 31,849 restricted stock units that settle 1-for-1 into shares are included in the ownership calculation reported on the Form 4.
• Footnotes of note:
  • F1: 31,849 RSUs included in ownership count.
  • F2/F3: reported sale prices are weighted averages across multiple trades; detailed per-trade prices available on request.
  • F4: the exercised options vested in installments beginning Feb 6, 2019.
• Filing timeliness: Report filed 2026-03-06 for transactions on 2026-03-04 and 2026-03-05 — no late filing flag indicated.

Context

• This is an option exercise followed by immediate open-market sales (often called a cashless exercise): the insider converted vested options into shares and sold them rather than holding the shares. That pattern is common for executives to cover exercise costs and tax obligations; the filing’s $0.00 derivative dispositions likely reflect net settlement/withholding associated with the exercises.
• These transactions are factual disclosures of insider activity and do not, by themselves, indicate the insider’s broader sentiment about the company.