Form 4: Phillips 66 CEO Mark Lashier Reports Significant Stock Gifts to Family Entities

Phillips 66 Chairman and CEO Mark E. Lashier has reported gifting a total of 31,256 shares of Phillips 66 common stock to his spouse and a Spousal Lifetime Access Trust (SLAT) in May and June 2025.

Summary

• Mark E. Lashier, Chairman and CEO of Phillips 66 (PSX), reported changes in his beneficial ownership of company common stock.
• On May 16, 2025, Mr. Lashier gifted 15,628 shares of Phillips 66 common stock to his spouse for $0 consideration, which was reported late due to administrative error.
• Following this transaction, Mr. Lashier's direct beneficial ownership decreased to 110,107 shares, while his spouse indirectly acquired 15,628 shares.
• On June 5, 2025, Mr. Lashier gifted another 15,628 shares of Phillips 66 common stock to a Spousal Lifetime Access Trust (SLAT) for $0 consideration.
• After the June 5th transaction, Mr. Lashier's direct beneficial ownership further decreased to 94,479 shares, and the SLAT indirectly acquired 15,628 shares.
• The direct beneficial ownership amount of 94,479 shares includes 93,399 Restricted Stock Units (RSUs) that settle on a 1-for-1 basis for Phillips 66 common stock.
• On June 6, 2025, the shares gifted to the spouse on May 16, 2025, were subsequently transferred by the spouse to a Family Trust for no consideration.
• Mr. Lashier disclaims beneficial ownership of the securities held by his spouse, the Family Trust, and the SLAT.

Sentiment

Score: 5

Explanation: The document reports personal stock gifts by an insider, which is a neutral event for company operations or financial performance. It does not indicate positive or negative implications for the company's business.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Management Comments

• "This transaction involved the reporting person's gift of 15,628 shares of Phillips 66 common stock to his spouse. It is being reported late due to administrative error."
• "The reporting person disclaims beneficial ownership of the securities held by his spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose."
• "On June 6, 2025, the reporting person's spouse transferred 15,628 shares of Phillips 66 common stock, for no consideration, to a family trust for the benefit of the reporting person's spouse, for which the reporting person serves as trustee (the 'Family Trust')."
• "This transaction involved the reporting person's gift of 15,628 shares of Phillips 66 common stock to a spousal lifetime access trust for the benefit of the reporting person's spouse, for which the reporting person's spouse serves as trustee (the 'SLAT')."

Industry Context

This Form 4 filing reports personal stock transactions by an insider and does not provide information relevant to broader industry trends or competitive dynamics within the energy or refining sectors.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are personal gifts by an insider and do not affect the company's operational or financial performance. The total shares gifted represent a very small fraction of the company's outstanding shares.
• Employees, Customers, Suppliers, Creditors: No direct impact from these personal stock transactions.

Key Dates

Keywords

Phillips 66, PSX, Form 4, Insider Transaction, Stock Gift, Beneficial Ownership, Mark E. Lashier, CEO, Chairman, Spousal Lifetime Access Trust, SLAT, Restricted Stock Units