Form 4: Phillips 66 CFO's Ex-Spouse Sells Shares
Insider Transaction Report
Phillips 66 Executive VP and CFO Kevin J. Mitchell reported the exercise of stock options and subsequent sale of 30,000 shares, directed by his ex-spouse under a domestic relations order.
Summary
- Kevin J. Mitchell, Executive VP and CFO of Phillips 66 (PSX), reported transactions on November 7, 2025, involving the exercise of stock options and the sale of common stock.
- Exercised stock options to acquire 16,400 shares of common stock at an exercise price of $94.85 per share.
- Exercised stock options to acquire an additional 13,600 shares of common stock at an exercise price of $74.70 per share.
- Sold 30,000 shares of Phillips 66 common stock at a price of $138.00 per share.
- These transactions were executed solely at the direction of Mitchell's ex-spouse, pursuant to a domestic relations order, with the ex-spouse retaining the after-tax proceeds.
- Following these transactions, Mitchell directly beneficially owns 89,771 shares of Phillips 66 common stock.
- Mitchell also indirectly beneficially owns 1,300.777 shares through the COP Savings Plan.
- Beneficial ownership includes 32,540 Restricted Stock Units (RSUs) that settle for shares of Phillips 66 common stock on a 1-for-1 basis.
- Mitchell directly owns 27,200 employee stock options with an exercise price of $94.85, exercisable in installments beginning February 6, 2019, and expiring February 6, 2028.
- Mitchell directly owns 43,600 employee stock options with an exercise price of $74.70, exercisable in installments beginning February 9, 2022, and expiring February 9, 2031.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the transactions are non-discretionary, driven by a domestic relations order, and do not reflect the reporting person's discretionary view on the company's prospects or performance.
Positives
- NA
Negatives
- NA
Risks
- NA
Future Outlook
This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Management Comments
- The exercise of stock options and sale of shares acquired upon exercise were made solely at the direction of the reporting person's ex-spouse pursuant to a domestic relations order.
- The reporting person's ex-spouse will retain the after-tax proceeds from the sales.
Industry Context
This insider transaction report (Form 4) is a routine disclosure of changes in beneficial ownership by an executive and does not provide specific insights into broader industry trends or competitive landscape.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: The sale of shares by an executive's ex-spouse, explicitly stated as non-discretionary due to a domestic relations order, is unlikely to have a significant impact on shareholder sentiment or the company's valuation, as it does not signal a lack of confidence from management.
- Reporting Person (Kevin J. Mitchell): The transactions result in a change in his direct beneficial ownership and remaining options, as dictated by the legal order.
- Ex-Spouse: The ex-spouse receives the after-tax proceeds from the sale of shares.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 02/06/2019 | First installment of 16,400 stock options became exercisable. |
| 02/09/2022 | First installment of 13,600 stock options became exercisable. |
| 11/07/2025 | Date of stock option exercises and common stock sale. |
| 11/12/2025 | Date the Form 4 was filed. |
| 02/06/2028 | Expiration date for 27,200 employee stock options. |
| 02/09/2031 | Expiration date for 43,600 employee stock options. |
Keywords
Phillips 66, PSX, Form 4, Insider Transaction, Stock Options, Executive Compensation, Beneficial Ownership
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