Sutherland Vanessa Allen 4

What Happened

• Vanessa Allen Sutherland, EVP, General Counsel and Secretary of Phillips 66 (PSX), had 1,654 shares withheld on Feb 7, 2026 to satisfy tax withholding obligations tied to the vesting of restricted stock units (RSUs). The shares are reported at $156.93 each for a total value of $259,554.

Key Details

• Transaction date: 2026-02-07; Filing date: 2026-02-09 (timely).
• Price: $156.93 per share (footnote says this is the average of the high and low on Feb 6, 2026).
• Shares withheld/disposed: 1,654 (transaction code F = tax withholding).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = shares withheld to satisfy tax withholding on RSUs granted Feb 7, 2023; F3 notes 15,142 RSUs that settle 1-for-1 into Phillips 66 common stock.
• No indication this was an open-market sale or a 10b5-1 plan; it is a routine tax-withholding disposition tied to RSU vesting.

Context

• This was a tax-withholding event related to RSU vesting (not a discretionary sale). Shares are typically withheld by the company to cover required payroll/tax obligations when RSUs vest, which is common and does not necessarily signal a change in the insider’s view of the company.