Item 5. Other Information
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During the quarter ended September 30, 2025, no director or Section 16 officer adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
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Item 6. EXHIBITS
Incorporated by Reference
Exhibit
Number Exhibit Description Form Exhibit Number Filing Date SEC File No.
3.1
Amended and Restated Certificate of Incorporation of Phillips 66.
8-K 3.1 05/01/2012 001-35349
3.2
Amended and Restated By-Laws of Phillips 66.
8-K 3.1 12/09/2022 001-35349
4.1
Subordinated Indenture, dated as of September 18, 2025, among 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.
8-K 4.1 9/18/2025 001-35349
4.2
Form of the terms of the 5.875% Series A Junior Subordinated Notes due 2056, including the form of the 5.875% Se ries A Junior Subordinated Notes due 2056 .
8-K 4.2 9/18/2025 001-35349
4.3
Form of the terms of the 6.200% Series B Junior Subordinated Notes due 2056, including the form of the 6.200% Series B Junior Subordinated Notes due 2056.
8-K 4.3 9/18/2025 001-35349
10.1
Third Amendment to Receivables Purchase and Financing Agreement, dated as of September 29, 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.
8-K 10.1 9/30/2025 001-35349
10.2 *
First Amendment to the Phillips 66 Key Employee Supplemental Retirement Plan**
22 *
List of Guarantor Subsidiaries .
31.1 *
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 .
31.2 *
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 .
32 ***
Certifications pursuant to 18 U.S.C. Section 1350 .
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Schema Document.
101.CAL* Inline XBRL Calculation Linkbase Document.
101.LAB* Inline XBRL Labels Linkbase Document.
101.PRE* Inline XBRL Presentation Linkbase Document.
101.DEF* Inline XBRL Definition Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Management contracts and compensatory plans or arrangements.
*** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PHILLIPS 66
/s/ Ann M. Kluppel
Ann M. Kluppel
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
Date: October 29, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.