Harbison Richard G 4

What Happened

• Richard G. Harbison, Executive Vice President, Refining at Phillips 66, had 1,378 shares disposed of on February 7, 2026 to satisfy tax withholding obligations tied to vested Restricted Stock Units (RSUs). The reported per-share price is $156.93, for a total value of $216,243. This was a tax-withholding disposition (code F), not an open-market sale driven by investment decision.

Key Details

• Transaction date: 2026-02-07; Filing date (Form 4): 2026-02-09 (appears timely).
• Price reported: $156.93 per share (footnote: average of the high and low on Feb 6, 2026).
• Shares disposed/withheld: 1,378; Total proceeds/value: $216,243.
• Shares owned after transaction: not reported in this Form 4.
• Notable footnotes:
  • F1: Shares withheld to satisfy tax withholding for RSUs granted Feb 7, 2023.
  • F2: Per-share price is the average of the high and low on Feb 6, 2026.
  • F3: Filing references 14,837 RSUs that settle 1-for-1 into Phillips 66 common stock.
  • F4: Mentions holdings include shares from 401(k) contributions and routine dividend transactions exempt under Rule 16a-11.
• Transaction code: F = tax withholding (routine), not a purchase (P) or discretionary sale (S).

Context

• This was a routine tax-withholding event tied to RSU vesting (a common practice where a portion of shares is retained/sold to cover taxes). Such disposals generally do not signal the insider changing their view on the company; they reflect compensation tax obligations rather than a market-timed sale.