Form 4: Phillips 66 CEO Mark Lashier Reports Routine Tax-Related Stock Transaction
Insider Transaction Report
Phillips 66 Chairman and CEO Mark E. Lashier reported the withholding of 2,202 shares of common stock valued at $121.6475 per share to cover tax obligations related to the vesting of Restricted Stock Units.
Summary
- Mark E. Lashier, Chairman and CEO of Phillips 66 (PSX), reported a transaction on July 1, 2025.
- The transaction involved the disposition of 2,202 shares of Phillips 66 common stock.
- These shares were withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) that were originally granted on July 1, 2022.
- The price per share for the withheld stock was $121.6475, which represents the average of the high and low price of the company's stock on July 1, 2025.
- Following this transaction, Mark E. Lashier directly beneficially owns 92,277 shares, which includes 87,805 RSUs that settle for shares on a 1-for-1 basis.
- Additionally, he indirectly beneficially owns 15,628 shares through a Spousal Lifetime Access Trust (SLAT) and another 15,628 shares through a Family Trust.
Sentiment
Score: 5
Explanation: The document reports a routine insider transaction involving the withholding of shares for tax purposes upon RSU vesting, which is a neutral event and does not indicate a discretionary sale or significant change in company outlook.
Positives
- The transaction represents shares withheld for tax obligations related to the vesting of Restricted Stock Units, indicating the successful vesting of previously granted equity compensation.
Negatives
- A reduction in direct share count due to tax withholding, though this is a standard practice for equity compensation.
Risks
- NA
Future Outlook
NA
Management Comments
- NA
Industry Context
This transaction is a routine insider filing related to executive compensation and tax obligations, common across all industries for publicly traded companies that utilize Restricted Stock Units as part of their compensation structure.
Comparison to Industry Standards
- The practice of withholding shares to cover tax obligations upon the vesting of Restricted Stock Units is a standard and widely accepted method of managing equity compensation across publicly traded companies, including peers in the energy sector such as ExxonMobil (XOM), Chevron (CVX), and Marathon Petroleum (MPC). This transaction aligns with typical corporate governance and executive compensation practices.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| NA | NA | NA | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| NA | NA | NA | NA |
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: A minor reduction in direct beneficial ownership by the CEO due to tax withholding, which is a routine administrative event and not indicative of a change in confidence.
- Employees: The vesting of RSUs demonstrates the company's ongoing equity compensation program for executives.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 07/01/2022 | Date Restricted Stock Units (RSUs) were granted. |
| 07/01/2025 | Date of transaction (shares withheld for tax obligations related to RSU vesting). |
| 07/03/2025 | Date the Form 4 was signed by Attorney-in-Fact. |
Recommendation
holdKeywords
Phillips 66, PSX, Mark E. Lashier, Form 4, SEC filing, insider transaction, stock withholding, RSU vesting, equity compensation, CEO, Director
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