PSX / Phillips 66 - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Phillips 66
US ˙ NYSE ˙ US7185461040

Mga Batayang Estadistika
LEI 5493005JBO5YSIGK1814
CIK 1534701
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Phillips 66
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

July 28, 2025 EX-25.3

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee with respect to the form of Phillips 66 Subordinated Indenture.

EX-25.3 Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

July 28, 2025 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Phillips 66 Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security  Type  Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid  Debt  Senior Debt Securities and Subordinated Debt Securities of Phillips 66 457(r) (1) (1) (1) (2) (2) Debt  Senior Debt Securities and Subordinated Debt Securities of Phillips 66 Company 457(r) (1) (1) (1) (2) (2) Equity  Common Stock, par value $0.

July 28, 2025 EX-4.4

Form of Subordinated Indenture between Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, in respect of subordinated debt securities of Phillips 66 Company.

EX-4.4 Exhibit 4.4 PHILLIPS 66 COMPANY as Issuer and PHILLIPS 66 as Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of Subordinated Debt Securities PHILLIPS 66 COMPANY RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF Section of Trust Indenture Act of 1939 Section(s) of Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3

July 28, 2025 S-3ASR

As filed with the Securities and Exchange Commission on July 28, 2025

S-3ASR As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

July 28, 2025 EX-25.2

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee with respect to the Indenture dated May 5, 2022.

EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

July 28, 2025 EX-25.1

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee with respect to the Indenture dated April 9, 2020.

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

July 28, 2025 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2025, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

July 28, 2025 EX-25.4

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee with respect to the form of P66Co Subordinated Indenture.

EX-25.4 Exhibit 25.4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

July 25, 2025 EX-99.1

- # # # - CONTACTS Jeff Dietert (investors) Owen Simpson (investors) Al Ortiz (media) 832-765-2297 832-765-2297 855-841-2368 [email protected] [email protected] [email protected]

Exhibit 99.1 •Reported second-quarter earnings of $877 million or $2.15 per share; adjusted earnings of $973 million or $2.38 per share; including $239 million of pre-tax accelerated depreciation on Los Angeles Refinery •Operated at 98% capacity utilization in Refining with 86% clean product yield •Completed Midstream acquisition of EPIC NGL, now renamed Coastal Bend •Announced sale of 65% interes

July 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 25, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 25, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

July 25, 2025 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 33,323 63,753 35,811 38,129 3

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 33,323 63,753 35,811 38,129 35,528 33,685 143,153 Equity in earnings of affiliates 153 153 306 528 487 549 215 1,779 Ne

June 20, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill

May 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2025 (Date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2025 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

May 21, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2025 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

May 21, 2025 EX-99.1

Phillips 66 Updates Preliminary Results on Election of Directors Phillips 66 Shareholders Elect Robert W. Pease and Nigel Hearne Phillips 66 Directors as well as Sigmund L. Cornelius and Michael A. Heim Elliott Director Nominees

Exhibit 99.1 Phillips 66 Updates Preliminary Results on Election of Directors Phillips 66 Shareholders Elect Robert W. Pease and Nigel Hearne Phillips 66 Directors as well as Sigmund L. Cornelius and Michael A. Heim Elliott Director Nominees HOUSTON—(BUSINESS WIRE)—Phillips 66 (NYSE:PSX) today updated the preliminary results for the election of directors at its annual meeting of shareholders held

May 20, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 19, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 16, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

May 16, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 15, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 15, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 15, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (I

May 15, 2025 EX-99.1

Phillips 66 announces agreement to divest majority interest in Germany and Austria retail marketing business

Exhibit 99.1 NEWS RELEASE Phillips 66 announces agreement to divest majority interest in Germany and Austria retail marketing business HOUSTON, May 15, 2025 – Phillips 66 (NYSE:PSX) announced today that its subsidiary, Phillips 66 Continental Holding GmbH, has entered into a definitive agreement to divest a 65 percent interest in its Germany and Austria retail marketing business, including JET-bra

May 14, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 14, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 13, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 13, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 12, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 12, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 9, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 9, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 8, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

May 7, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 6, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 6, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

May 5, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 5, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 2, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 1, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 30, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 30, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 29, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 28, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 25, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

April 25, 2025 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2025, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

April 25, 2025 EX-10.2

Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock Performance Incentive Plan of Phillips 66.

Exhibit 10.2 PHILLIPS 66 Terms & Conditions For [*] Restricted Stock Program Grant Date: [*] Grant Price US/UK: [*] Grant Price Global: [*] Vesting Schedule: Third Anniversary of Grant Date (grades 18+) / 1/3rd on the First, Second and Third Anniversary of Grant Date (grades 13-17) This document applies to Awards made under the Restricted Stock Program (“Program”) provided under the 2022 Omnibus S

April 25, 2025 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 30,430 35,811 38,129 35,528 3

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2025 2024 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 30,430 30,430 35,811 38,129 35,528 33,685 143,153 Equity in earnings of affiliates 153 153 528 487 549 215 1,779 Net gain on d

April 25, 2025 EX-10.3

Form of Performance Share Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

Exhibit 10.3 PHILLIPS 66 Terms & Conditions For Performance Share Program - Performance Period [*] This document applies to Awards made under the Performance Share Program (“Program”) for the Performance Period [*] provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves the right to discontinue or change this P

April 25, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 25, 2025 EX-99.1

- # # # - CONTACTS Jeff Dietert (investors) Owen Simpson (investors) Thaddeus Herrick (media) 832-765-2297 832-765-2297 855-841-2368 [email protected] [email protected] [email protected]

Exhibit 99.1 •Reported first-quarter earnings of $487 million or $1.18 per share; adjusted loss of $368 million or $0.90 per share; including $246 million of pre-tax accelerated depreciation on Los Angeles Refinery •Returned $716 million to shareholders through dividends and share repurchases •Received $2.0 billion in cash proceeds from the previously announced sales of non-operated equity interes

April 25, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 25, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

April 24, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 24, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 23, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 22, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 22, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 21, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 21, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 18, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 17, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 16, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 16, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

April 15, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 15, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 14, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

April 14, 2025 DFRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

April 14, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 11, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 10, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 10, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 9, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant    ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

April 9, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 9, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 8, 2025 DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

April 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 8, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 4, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 4, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 3, 2025 DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 3, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 3, 2025 CORRESP

MARTIN LIPTON HERBERT M. WACHTELL EDWARD D. HERLIHY DANIEL A. NEFF STEVEN A. ROSENBLUM SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A.

CORRESP MARTIN LIPTON HERBERT M. WACHTELL EDWARD D. HERLIHY DANIEL A. NEFF STEVEN A. ROSENBLUM SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JEANNEMARIE O’BRIEN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO IGO

April 2, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 1, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

April 1, 2025 EX-10.1

Second Amendment to Receivables Purchase and Financing Agreement, dated as of April 1, 2025, among Phillips 66 Receivables LLC, the persons from time to time party thereto as Purchaser/Lenders, PNC Bank, National Association, as Administrative Agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent.

Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO RECEIVABLES PURCHASE AND FINANCING AGREEMENT This Second Amendment to Receivables Purchase and Financing Agreement (this “Amendment”), dated as of April 1, 2025, is among PHILLIPS 66 RECEIVABLES LLC, a Delaware limited liability company, as SPE (together with its successors and assigns, the “SPE”); PHILLIPS 66 COMPANY, a Delaware corporation, as S

April 1, 2025 EX-99.1

Phillips 66 completes acquisition of EPIC NGL

Exhibit 99.1 NEWS RELEASE Phillips 66 completes acquisition of EPIC NGL HOUSTON, April 1, 2025 – Phillips 66 (NYSE:PSX) announced today the completion of its previously announced acquisition of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, which own various subsidiaries and long-haul natural gas liquids pipelines, fractionation facilities and distribution systems (“EPIC NGL”) for total cash considera

March 31, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d743337ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

March 28, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 28, 2025 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

March 27, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 27, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 26, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 26, 2025 PRE 14A

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION-MARCH 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION-MARCH 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 26, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 25, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 24, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 21, 2025 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

March 21, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 18, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 6, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 5, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 4, 2025 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

March 4, 2025 PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

February 21, 2025 EX-19

Phillips 66 Insider Trading Policy.

Policy Center Insider Trading Policy Owner: Deputy General Counsel, Corporate and Assistant Corporate Secretary Date Revised: January 7, 2025 Approver: General Counsel I.

February 21, 2025 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

February 21, 2025 EX-21

List of Subsidiaries of Phillips 66

Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2024 Company Name Incorporation Location Asamera Oil (US) Inc.

February 21, 2025 10-K

FORM 10-K

2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35349 Phillips

February 19, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

February 19, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

February 18, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 12, 2025 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

January 31, 2025 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 33,685 143,153

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 33,685 143,153 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 549 215 1,779

January 31, 2025 EX-99.1

- # # # - CONTACTS Jeff Dietert (investors) Owen Simpson (investors) Thaddeus Herrick (media) 832-765-2297 832-765-2297 855-841-2368 [email protected] [email protected] [email protected]

Exhibit 99.1 Fourth Quarter •Reported fourth-quarter earnings of $8 million or $0.01 per share; adjusted loss of $61 million or $0.15 per share •Earnings impacted by $230 million pre-tax of accelerated depreciation related to Los Angeles Refinery •Returned $1.1 billion to shareholders through dividends and share repurchases •Record NGL fractionation and LPG export volumes in Midstream •Record clea

January 31, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2025 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

January 7, 2025 EX-2.1

Equity Purchase Agreement, dated as of January 6, 2025, by and among P66, SCM EPIC, Dos Rios and Y-Grade Holdings.

EX-2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT DATED JANUARY 6, 2025 by and among EPIC Y-GRADE HOLDINGS, LP, DOS RIOS Y-GRADE HOLDINGS LLC, SCM EPIC, LLC, and PHILLIPS 66 COMPANY TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE OF INTERESTS; CLOSING 23 2.1 Purchase and Sale of Interests 23 2.2 Time and Place of Closing 23 2.3 Purchase Pr

January 7, 2025 EX-99.1

Phillips 66 to grow Permian midstream business with EPIC NGL acquisition

Exhibit 99.1 Phillips 66 to grow Permian midstream business with EPIC NGL acquisition HOUSTON, Jan. 6, 2025 - Phillips 66 (NYSE:PSX) announced today that it has entered into a definitive agreement to buy EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, which own various subsidiaries and long haul natural gas liquids pipelines, fractionation facilities and distribution systems (“EPIC NGL”) for total cash

January 7, 2025 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 29, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 29, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

October 29, 2024 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 109,468 34,396

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 35,528 109,468 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 549 1,564 611 563 56

October 29, 2024 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

October 29, 2024 EX-99.1

3Q 2024 2Q 2024 Change Earnings1 $ 346 1,015 (669) Midstream 644 767 (123) Chemicals 342 222 120 Refining (108) 302 (410) Marketing and Specialties (22) 415 (437) Renewable Fuels (116) (55) (61) Corporate and Other (327) (340) 13 Income tax expense (

Exhibit 99.1 •Reported third-quarter earnings of $346 million or $0.82 per share; adjusted earnings of $859 million or $2.04 per share •Returned $1.3 billion to shareholders through dividends and share repurchases •Achieved business transformation $1.4 billion run-rate savings target, including $1 per barrel Refining cost reduction •Progressed asset dispositions totaling $2.7 billion toward $3 bil

October 17, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 16, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

October 16, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 16, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 16, 2024 EX-99.1

Phillips 66 provides notice of its plan to cease operations at Los Angeles-area refinery 

Phillips 66 provides notice of its plan to cease operations at Los Angeles-area refinery  •Facility expects to cease operations in the fourth quarter of 2025 •Company will work with the state of California to supply fuel markets and meet ongoing consumer demand  HOUSTON, Oct.

October 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 14, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 14, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 15, 2024 EX-99.1

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Phillips 66 announces agreement to sell interest in Switzerland-based joint venture HOUSTON Oct.

October 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 10, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 1, 2024 EX-10.2

Sale and Contribution Agreement, dated as of September 30, 2024, between Phillips 66 Company, as an originator, and Phillips 66 Receivables LLC, as buyer.

Exhibit 10.2 EXECUTION VERSION SALE AND CONTRIBUTION AGREEMENT Dated as of September 30, 2024 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, PHILLIPS 66 COMPANY, as an Originator, and PHILLIPS 66 RECEIVABLES LLC, as Buyer CONTENTS Clause Subject Matter Page ARTICLE I   SALES AND CONTRIBUTIONS 2 SECTION 1.1 Agreement to Sell and Contribute 2 SECTION 1.2 Timing of Sales an

October 1, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 30, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Num

October 1, 2024 EX-10.1

Receivables Purchase and Financing Agreement, dated as of September 30, 2024, among Phillips 66 Receivables LLC, the persons from time to time party thereto as purchaser/lenders, PNC Bank, National Association, as Administrative Agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent.

Exhibit 10.1 EXECUTION VERSION RECEIVABLES PURCHASE AND FINANCING AGREEMENT Dated as of September 30, 2024 by and among PHILLIPS 66 RECEIVABLES LLC, as SPE, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchaser/Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PHILLIPS 66 COMPANY, as Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent TABLE OF CONTENTS Page ARTICLE I DEF

September 11, 2024 EX-1.1

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated September 9, 2024, among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement.

Exhibit 1.1 Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully and unconditional

September 11, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: September 9, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numb

September 11, 2024 EX-4.3

Form of the terms of the 2035 Notes, including the form of the 2035 Note.

Exhibit 4.3 PHILLIPS 66 COMPANY 4.950% Senior Notes due 2035 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t

September 11, 2024 EX-4.4

Form of the terms of the 2055 Notes, including the form of the 2055 Note.

Exhibit 4.4 PHILLIPS 66 COMPANY 5.500% Senior Notes due 2055 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t

September 10, 2024 EX-FILING FEES

Calculation of Filing Fee Table 424 (b)(2) (Form Type) Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securitie

EXHIBIT 107 Calculation of Filing Fee Table 424 (b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation  or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward  Form Type Carry Forward  File Number Carry Forward  Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5.

September 10, 2024 424B2

$1,800,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $600,000,000 4.950% Senior Notes due 2035 $600,000,000 5.500% Senior Notes due 2055 fully and unconditionally guaranteed by Phillips 66

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,800,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $600,000,000 4.950% Senior Notes due 2035 $600,000,000 5.500% Senior Notes due 2055 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering

September 9, 2024 424B3

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-266428 and 333-266428-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or

September 9, 2024 FWP

PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: Additional 5.250% Senior Notes due 2031 (the “Additional 2031 Notes”) 4.950% Senior Notes due 2035 (the “2035 Notes

Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 September 9, 2024 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: Additional 5.250% Senior Notes due 2031 (the “Additional 2031 Notes”) 4.950% Senior Notes due 2035 (the “2035 Notes”) 5.500% Senior Notes due 2055 (the “2055 Notes

July 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

July 31, 2024 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

July 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 July 30, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

July 30, 2024 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 73,940 34,396 35,090 3

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 38,129 73,940 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 487 1,015 611 563 562 281 2,017

July 30, 2024 EX-99.1

2Q 2024 1Q 2024 Change Earnings1 $ 1,015 748 267 Midstream 767 554 213 Chemicals 222 205 17 Refining 302 216 86 Marketing and Specialties 415 366 49 Renewable Fuels (55) (55) — Corporate and Other (340) (322) (18) Income tax expense (291) (203) (88)

Exhibit 99.1 •Second-quarter earnings of $1.0 billion or $2.38 per share; adjusted earnings of $984 million or $2.31 per share •$1.3 billion returned to shareholders through dividends and share repurchases •Record Midstream NGL pipeline and fractionation volumes; synergy capture driving lower costs •Strong Refining operations with 98% crude utilization, 86% clean product yield and lower costs HOUS

June 21, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill

May 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 15, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

April 30, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 26, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

April 29, 2024 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2024, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

April 29, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

April 26, 2024 EX-99.2

CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 35,811 34,396 35,090 39,643 3

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT Millions of Dollars, Except as Indicated 2024 2023 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 35,811 35,811 34,396 35,090 39,643 38,270 147,399 Equity in earnings of affiliates 528 528 611 563 562 281 2,017 Net gain (los

April 26, 2024 EX-99.1

Phillips 66 Reports 1Q 2024 Financial Results, Highlights Strategic Priorities Progress

Exhibit 99.1 Phillips 66 Reports 1Q 2024 Financial Results, Highlights Strategic Priorities Progress First-Quarter Results •First-quarter earnings of $748 million or $1.73 per share; adjusted earnings of $822 million or $1.90 per share •$1.6 billion returned to shareholders through dividends and share repurchases •Refining operated at 92% crude utilization •Recently announced 10% increase to the q

April 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 26, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 26, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

April 22, 2024 PX14A6G

Phillips 66 Co. (PSX) Vote Yes: Proposal 4 - Shareholder Proposal Seeking Report on Impact of Reduced Plastic Demand Annual Meeting: May 15, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Phillips 66 Co. (PSX) Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pu

April 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 1, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 1, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

April 3, 2024 DEF 14A

COURTESY PDF

Notice of 2024 Annual Meeting of Shareholders Date and time: Wednesday, May 15, 2024 9:00 a.

April 3, 2024 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 3, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

March 12, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 8, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

February 28, 2024 EX-10.1

Credit Agreement dated as of February 28, 2024, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of February 28, 2024 among PHILLIPS 66 COMPANY as the BORROWER, PHILLIPS 66 as the INITIAL GUARANTOR, The Lenders Party Hereto, and MIZUHO BANK, LTD., as Administrative Agent JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD. and TD SECURITIES (USA) LLC, as Co-Syndication Agents BANK OF AMERICA, N.A., BARCLAYS BANK PLC, GOLDMAN SA

February 28, 2024 EX-4.4

Form of the terms of the 2054 Notes, including the form of the 2054 Note.

Exhibit 4.4 PHILLIPS 66 COMPANY 5.650% Senior Notes due 2054 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 26, 2024 (Date of earliest event reported) Phillips 66 (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 26, 2024 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numb

February 28, 2024 EX-4.2

Form of the terms of the 2031 Notes, including the form of the 2031 Note.

Exhibit 4.2 PHILLIPS 66 COMPANY 5.250% Senior Notes due 2031 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as t

February 28, 2024 EX-1.1

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated February 26, 2024, among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement.

Exhibit 1.1 Execution Version Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully

February 28, 2024 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security

EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Debt 5.

February 28, 2024 424B2

$1,500,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $400,000,000 5.300% Senior Notes due 2033 $500,000,000 5.650% Senior Notes due 2054 fully and unconditionally guaranteed by Phillips 66

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,500,000,000 Phillips 66 Company $600,000,000 5.250% Senior Notes due 2031 $400,000,000 5.300% Senior Notes due 2033 $500,000,000 5.650% Senior Notes due 2054 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering

February 27, 2024 FWP

PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 5.250% Senior Notes due 2031 (the “2031 Notes”) Additional 5.300% Senior Notes due 2033 (the “Additional 2033 Notes

Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 February 26, 2024 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 5.250% Senior Notes due 2031 (the “2031 Notes”) Additional 5.300% Senior Notes due 2033 (the “Additional 2033 Notes”) 5.650% Senior Notes due 2054 (the “2054 Notes

February 26, 2024 424B3

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-266428 and 333-266428-01 The information in this preliminary prospectus supplement is not complete and may change. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or

February 21, 2024 EX-10.38

Executive Nonqualified Excess Plan Plan Document.

February 21, 2024 EX-10.36

Phillips 66 Defined Contribution Make-Up Plan (Title II) Amendment and Restatement.

Exhibit 10.36 PHILLIPS 66 DEFINED CONTRIBUTION MAKE-UP PLAN TITLE II (Effective for benefits earned or vested after December 31, 2004) The Phillips 66 Defined Contribution Make-Up Plan is hereby amended and restated effective as of January 1, 2024. The Phillips 66 Defined Contribution Make-Up Plan is intended to provide certain specified benefits to Highly Compensated Employees whose benefits unde

February 21, 2024 10-K

FORM 10-K

Table of Contents Index to Financial Statements 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 21, 2024 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

February 21, 2024 EX-10.37

Phillips 66 Key Employee Deferred Compensation Plan Title II.

Exhibit 10.37 CORPORATE APPROVAL PHILLIPS 66 COMPANY HUMAN RESOURCES REQUEST DATE: HR APPROVAL NO: The following Request for Approval is granted: 1.The Phillips 66 Key Employee Deferred Compensation Plan Title II (Effective for benefits earned or vested after December 31, 2004) effective May1, 2012 (Plan) is amended by adoption of the following amendment as attached, effective February 1, 2024: Se

February 21, 2024 EX-97

Phillips 66 Clawback Policy.

Exhibit 97 PHILLIPS 66 CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Phillips 66 (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is materia

February 21, 2024 EX-21

List of Subsidiaries of Phillips 66

Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2023 Company Name Incorporation Location Asamera Oil (US) Inc.

February 21, 2024 EX-10.35

Phillips 66 Key Employee Supplemental Retirement Plan Amendment and Restatement.

Exhibit 10.35 PHILLIPS 66 KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN The Phillips 66 Key Employee Supplemental Retirement Plan is hereby amended and restated effective January 1, 2024. PURPOSE The purpose of the Phillips 66 Key Employee Supplemental Retirement Plan (the "Plan") is to attract and retain key employees by providing them with supplemental retirement benefits. This Plan is intended to b

February 15, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 13, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

February 13, 2024 SC 13G/A

PSX / Phillips 66 / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Phillips 66 Title of Class of Securities: Common Stock CUSIP Number: 718546104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

January 31, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2024 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

January 31, 2024 EX-99.2

CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 38,270 147,399

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 38,270 147,399 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 562 281 2,01

January 31, 2024 EX-99.1

Phillips 66 Delivers Strong 4Q 2023 Results, Advances Strategic Priorities

Exhibit 99.1 Phillips 66 Delivers Strong 4Q 2023 Results, Advances Strategic Priorities Fourth Quarter •Fourth-quarter earnings of $1.3 billion or $2.86 per share; adjusted earnings of $1.4 billion or $3.09 per share •$2.2 billion of operating cash flow •$1.6 billion returned to shareholders through dividends and share repurchases •Strong Refining operations at 92% utilization and 107% market capt

November 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 3, 2023 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

October 27, 2023 EX-99.2

CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 109,129 36,179

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 39,643 109,129 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 562 1,736 685 917 7

October 27, 2023 EX-99.1

Phillips 66 Reports Third-Quarter 2023 Financial Results and Update to Strategic Priorities

Exhibit 99.1 Phillips 66 Reports Third-Quarter 2023 Financial Results and Update to Strategic Priorities Third-Quarter Results •Reported third-quarter earnings of $2.1 billion or $4.69 per share; adjusted earnings of $2.1 billion or $4.63 per share •Generated $2.7 billion of operating cash flow, $2.4 billion excluding working capital •Returned $1.2 billion to shareholders through dividends and sha

October 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 October 27, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

October 26, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 26, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Numbe

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

August 4, 2023 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

August 2, 2023 EX-99.1

Phillips 66 Reports Second-Quarter 2023 Financial Results

Exhibit 99.1 Phillips 66 Reports Second-Quarter 2023 Financial Results •Reported second-quarter earnings of $1.7 billion or $3.72 per share; adjusted earnings of $1.8 billion or $3.87 per share •Generated $1.0 billion of operating cash flow, $2.0 billion excluding working capital •Returned $1.8 billion to shareholders through dividends and share repurchases •Continued strong Refining operations wi

August 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 2, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 August 2, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

August 2, 2023 EX-99.2

CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 69,486 36,179 48,577

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 35,090 69,486 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 563 1,174 685 917 782 584 2,968

June 21, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35349 Phill

June 15, 2023 SC 13D/A

DCP / DCP Midstream LP - Unit / Phillips 66 - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* DCP MIDSTREAM, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 23311P100 (CUSIP Number) Vanessa Allen Sutherland Executive Vice President, Government Affairs, General Counsel and Corporate Secretary Ph

June 15, 2023 EX-99.1

Phillips 66 Completes Acquisition of DCP Midstream, LP Common Units

EX-99.1 Exhibit 99.1 NEWS RELEASE Phillips 66 Completes Acquisition of DCP Midstream, LP Common Units HOUSTON and DENVER, June 15, 2023 – Phillips 66 (NYSE: PSX) and DCP Midstream, LP (NYSE: DCP) completed the previously announced acquisition by Phillips 66 of all the publicly held common units representing limited partner interests in DCP Midstream for $41.75 per common unit in cash at a total va

June 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 15, 2023 (Date of earliest event reported) Phillips 66 (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 15, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 10, 2023 (Date of earliest event reported) Phillips 66 (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 10, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (

May 4, 2023 EX-10.2

Form of Stock Option Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

Exhibit 10.2 PHILLIPS 66 Terms & Conditions For [*] Stock Option Program Grant Date: Grant Price: Vesting Schedule: [*] [*] One third on each anniversary date of grant in the first three years This document applies to Awards made under the Stock Option Program (“Program”) provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. The

May 4, 2023 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2023, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

May 4, 2023 EX-10.4

Form of Performance Share Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

EX-10.4 4 psx-2023331ex104.htm EX-10.4 Exhibit 10.4 PHILLIPS 66 Terms & Conditions For Performance Share Program - Performance Period [*] This document applies to Awards made under the Performance Share Program (“Program”) for the Performance Period [*] provided under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 (“Plan”) or any successor to the Plan. Phillips 66 reserves th

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 4, 2023 EX-10.3

Form of Restricted Stock or Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66.

Exhibit 10.3 PHILLIPS 66 Terms & Conditions For [*] Restricted Stock Program Grant Date: Grant Price US/UK: Grant Price Global: Vesting Schedule: [*] [*] [*] Third Anniversary of Grant Date (grade 18+) / 1/3rd on the First, Second and Third Anniversary of Grant Date (grade 13-17) This document applies to Awards made under the Restricted Stock Program (“Program”) provided under the 2022 Omnibus Sto

May 4, 2023 EX-10.5

Letter Agreement with Vanessa L. Allen Sutherland, dated October 9, 2021.

Exhibit 10.5 Greg Garland Chairman & CEO Phillips 66 2331 CityWest Blvd. Houston, Texas 77042 832.765.1319 October 9, 2021 Ms. Vanessa Sutherland c/o Peter Boerner Major, Lindsey & Africa Dear Vanessa: It is with pleasure that we offer you a position in the Phillips 66 organization. This offer provides you with the opportunity to join the Company at an exciting time. The details of the offer are a

May 3, 2023 EX-99.1

Phillips 66 Reports First-Quarter 2023 Financial Results

Exhibit 99.1 Phillips 66 Reports First-Quarter 2023 Financial Results •Reported first-quarter earnings of $2.0 billion or $4.20 per share •Generated $1.2 billion of operating cash flow, $2.5 billion excluding working capital •Returned $1.3 billion to shareholders through dividends and share repurchases •Increased quarterly dividend 8% to $1.05 per common share •Achieved strong Refining operations,

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 3, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 May 3, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 3, 2023 EX-99.2

CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 34,396 36,179 48,577 44,955

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED INCOME STATEMENT* Millions of Dollars, Except as Indicated 2023 2022 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 34,396 34,396 36,179 48,577 44,955 40,279 169,990 Equity in earnings of affiliates 611 611 685 917 782 584 2,968 Net gain on

April 26, 2023 PX14A6G

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION)

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Phillips 66 NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

April 19, 2023 PX14A6G

Phillips 66 Co. (PSX) Vote Yes: Proposal 5 - Shareholder Proposal Seeking Report on Impact of Reduced Plastic Demand Annual Meeting: May 10, 2023

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Phillips 66 Co. (PSX) Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pur

April 3, 2023 424B3

Phillips 66 Company Offers to Exchange up to $276,764,000 aggregate principal amount of new 2.450% Senior Notes due 2024 registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 2.450% Senior Notes due 2024 or

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-269921 and 333-269921-01 PROSPECTUS Phillips 66 Company Offers to Exchange up to $276,764,000 aggregate principal amount of new 2.450% Senior Notes due 2024 registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 2.450% Senior Notes due 2024 originally issued May 5, 2022, up to

March 30, 2023 DEF 14A

COURTESY PDF

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March 30, 2023 DEF 14A

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

March 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 30, 2023 S-4/A

As filed with the Securities and Exchange Commission on March 30, 2023

S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

March 30, 2023 CORRESP

Phillips 66 Company 2331 CityWest Blvd. Houston, Texas 77042

CORRESP Phillips 66 Company 2331 CityWest Blvd. Houston, Texas 77042 March 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Phillips 66 Company Phillips 66 Registration Statement on Form S-4 Filed February 22, 2023 File No. 333-269921 333-269921-

March 29, 2023 EX-10.1

Credit Agreement dated as of March 27, 2023, among Phillips 66 Company, Phillips 66, as guarantor, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent.

EX-10.1 Exhibit 10.1 Execution Version CUSIPS: 71839YAM5 71839YAN3 $1.5 BILLION DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of March 27, 2023 among PHILLIPS 66 COMPANY as the BORROWER, PHILLIPS 66 as the INITIAL GUARANTOR, The Lenders Party Hereto, and MIZUHO BANK, LTD., as Administrative Agent GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, TD

March 29, 2023 EX-4.3

Form of the terms of the 2033 Notes, including the form of the 2033 Note.

EX-4.3 Exhibit 4.3 PHILLIPS 66 COMPANY 5.300% Senior Notes due 2033 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Associatio

March 29, 2023 EX-4.2

Form of the terms of the 2027 Notes, including the form of the 2027 Note.

EX-4.2 Exhibit 4.2 PHILLIPS 66 COMPANY 4.950% Senior Notes due 2027 Fully and Unconditionally Guaranteed by PHILLIPS 66 One series of Securities is hereby established pursuant to Section 2.01 of the Indenture, dated as of May 5, 2022 (the “Indenture”), among Phillips 66 Company, as issuer (the “Company”), Phillips 66, as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Associatio

March 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 27, 2023 (Date of earliest event reported) Phillips 66 (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 27, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number)

March 29, 2023 EX-1.1

Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated March 27, 2023, among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement.

EX-1.1 2 d488933dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION Phillips 66 Company Debt Securities fully and unconditionally guaranteed by Phillips 66 UNDERWRITING AGREEMENT 1. Introductory. Phillips 66 Company, a Delaware corporation (the “Company”), and Phillips 66, a Delaware corporation (the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured d

March 28, 2023 FWP

PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 4.950% Senior Notes due 2027 (the “2027 Notes”) 5.300% Senior Notes due 2033 (the “2033 Notes” and, together with t

FWP Filed Pursuant to Rule 433 Registration Statement Nos. 333-266428 and 333-266428-01 March 27, 2023 PRICING TERM SHEET Issuer: Phillips 66 Company Guarantor: Phillips 66 Expected Ratings*: A3 (Moody’s); BBB+ (S&P) Issue of Securities: 4.950% Senior Notes due 2027 (the “2027 Notes”) 5.300% Senior Notes due 2033 (the “2033 Notes” and, together with the 2027 Notes, the “Notes”) Principal Amount: $

March 28, 2023 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 2 d483438dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amoun

March 28, 2023 424B2

$1,250,000,000 Phillips 66 Company $750,000,000 4.950% Senior Notes due 2027 $500,000,000 5.300% Senior Notes due 2033 fully and unconditionally guaranteed by Phillips 66

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-266428 and 333-266428-01 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2022) $1,250,000,000 Phillips 66 Company $750,000,000 4.950% Senior Notes due 2027 $500,000,000 5.300% Senior Notes due 2033 fully and unconditionally guaranteed by Phillips 66 Phillips 66 Company is offering $750,000,000 aggregate principal am

March 27, 2023 424B3

SUBJECT TO COMPLETION, DATED MARCH 27, 2023

424B3 Table of Contents The information in this preliminary prospectus supplement is not complete and may change.

March 15, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 22, 2023 S-4

Powers of Attorney of directors and officers of Phillips 66 Company.

S-4 Table of Contents As filed with the Securities and Exchange Commission on February 22, 2023 Registration No.

February 22, 2023 EX-3.5

By-Laws of Phillips 66 Company.

EX-3.5 Exhibit 3.5 BY-LAWS OF PHILLIPS 66 COMPANY ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. Phillips 66 Company (the “Corporation”) shall have and continuously maintain in the State of Delaware, a registered office and a registered agent whose business office is identical with the Corporation’s registered office. SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within

February 22, 2023 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-4 (Form Type) Issuer: Phillips 66 Company (Exact Name of Registrant as Specified in its Charter) Guarantor: Phillips 66 (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Debt 2.

February 22, 2023 EX-21

List of Subsidiaries of Phillips 66

Exhibit 21 SUBSIDIARY LISTING OF PHILLIPS 66 At December 31, 2022 Company Name Incorporation Location Asamera Oil (US) Inc.

February 22, 2023 10-K

Form 10-K

Table of Contents Index to Financial Statements 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 22, 2023 EX-3.4

Certificate of Amendment to Certificate of Incorporation of Phillips 66 Company.

EX-3.4 Exhibit 3.4 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF PHILLIPS 66 COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Phillips 66 Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of th

February 22, 2023 EX-3.3

Certificate of Incorporation of Phillips 66 Company.

EX-3.3 Exhibit 3.3 CERTIFICATE OF INCORPORATION OF PHILLIPS 66 COMPANY I, the undersigned, the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows: ARTICLE I The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Phillip

February 22, 2023 EX-25.1

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee under the Indenture.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charte

February 22, 2023 EX-22

List of Guarantor Subsidiaries

Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2022, Phillips 66 Company, a corporation incorporated under the laws of the State of Delaware (the “Guarantor Subsidiary”), has guaranteed each of the senior unsecured debt securities issued by Phillips 66 listed below.

February 9, 2023 SC 13G/A

PSX / Phillips 66 / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Phillips 66 Title of Class of Securities: Common Stock CUSIP Number: 718546104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

January 31, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2023 Date of Report (date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

January 31, 2023 EX-99.1

Phillips 66 Reports Fourth-Quarter 2022 Financial Results

Exhibit 99.1 Phillips 66 Reports Fourth-Quarter 2022 Financial Results Fourth Quarter •Reported fourth-quarter earnings of $1.9 billion or $3.97 per share; adjusted earnings of $1.9 billion or $4.00 per share •Generated $4.8 billion of operating cash flow •Returned $1.2 billion to shareholders through dividends and share repurchases •Authorized $5 billion increase to the share repurchase program •

January 31, 2023 EX-99.2

CONSOLIDATED STATEMENT OF OPERATIONS* Millions of Dollars, Except as Indicated 2022 2021 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 36,179 48,577 44,955 40,279

Exhibit 99.2 Phillips 66 Earnings Release Supplemental Data CONSOLIDATED STATEMENT OF OPERATIONS* Millions of Dollars, Except as Indicated 2022 2021 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr YTD Revenues and Other Income Sales and other operating revenues 36,179 48,577 44,955 40,279 169,990 21,627 27,002 30,243 32,604 111,476 Equity in earnings of affiliates 685 917 782 5

January 10, 2023 SC 13D/A

DCP / DCP Midstream LP / Phillips 66 - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* DCP MIDSTREAM, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 23311P100 (CUSIP Number) Vanessa Allen Sutherland Executive Vice President, Government Affairs, General Counsel and Corporate Secretary Ph

January 6, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 5, 2023 (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number

January 6, 2023 EX-2.1

Agreement and Plan of Merger, dated January 5, 2023, by and among Phillips 66, Phillips 66 Project Development Inc., Dynamo Merger Sub LLC, DCP Midstream, LP, DCP Midstream GP, LP and DCP Midstream GP, LLC

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PHILLIPS 66, PHILLIPS 66 PROJECT DEVELOPMENT INC., DYNAMO MERGER SUB LLC, DCP MIDSTREAM, LP, DCP MIDSTREAM GP, LP and DCP MIDSTREAM GP, LLC January 5, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 13 ARTICLE II THE MERGER 14 Section 2.1 The Merge

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