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    SEC Form 11-K filed by Phillips 66

    6/22/26 4:12:09 PM ET
    $PSX
    Integrated oil Companies
    Energy
    Get the next $PSX alert in real time by email
    11-K
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    Table of Contents

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 11-K

     

     

     

    (Mark One)

    ☒

    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

     

    For the fiscal year ended

    December 31, 2025

     

     

     

    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

     

     

     

    Phillips 66 Savings Plan

    (Full title of the Plan)

     

     

    Phillips 66

    (Name of issuer of securities)

     

    2331 CityWest Blvd.

     

    Houston, Texas

    77042

    (Address of principal executive office)

    (Zip code)

     

     

     

     


    Table of Contents

     

    FINANCIAL STATEMENTS AND EXHIBITS

    (a) Financial Statements

    Financial statements of the Phillips 66 Savings Plan, filed as part of this annual report, are listed in the accompanying index.

    (b) Exhibits

     

    Exhibit 23.1

    Consent of Independent Registered Public Accounting Firm

     

     

     

    SIGNATURES

    The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Phillips 66 Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Phillips 66

    Savings Plan

     

    /s/ Derek A. Butts

    Derek A. Butts

    Plan Benefits Administrator

     

    June 22, 2026

    1


    Table of Contents

     

     

     

     

    Index to Financial Statements and Schedule

    Phillips 66 Savings Plan

     

     

     

     

    Page

    Report of Independent Registered Public Accounting Firm

    3

     

     

     

    Financial Statements

     

    Statements of Net Assets Available for Benefits at December 31, 2025 and 2024

    4

    Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2025

    5

    Notes to Financial Statements

    6

     

     

     

    Supplemental Schedule

     

    Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2025

    15

     

     

     

    Exhibit Index

    16

     

    2


    Table of Contents

     

     

    Report of Independent Registered Public Accounting Firm

    To the Plan Participants and the Plan Administrators of Phillips 66 Savings Plan

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of Phillips 66 Savings Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Supplemental Schedule Required by ERISA

    The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

    /s/ Ernst & Young LLP

    We have served as the Plan’s auditor since 2012.

    Houston, Texas

    June 22, 2026

    3


    Table of Contents

     

     

     

    Statements of Net Assets Available for Benefits

    Phillips 66 Savings Plan

     

     

     

     

    Thousands of Dollars

     

    At December 31

     

    2025

     

     

    2024

     

    Assets

     

     

     

     

     

     

    Investments at fair value

     

    $

    7,747,811

     

     

     

    6,936,665

     

    Investments at contract value

     

     

    638,720

     

     

     

    685,332

     

    Notes receivable from participants

     

     

    79,147

     

     

     

    84,454

     

    Total Assets

     

     

    8,465,678

     

     

     

    7,706,451

     

     

     

     

     

     

     

    Liabilities

     

     

     

     

     

     

    Other liabilities

     

     

    2,647

     

     

     

    297

     

    Total Liabilities

     

     

    2,647

     

     

     

    297

     

     

     

     

     

     

     

    Net Assets Available for Benefits

     

    $

    8,463,031

     

     

     

    7,706,154

     

     

    See Notes to Financial Statements.

    4


    Table of Contents

     

     

     

    Statement of Changes in Net Assets Available for Benefits

    Phillips 66 Savings Plan

     

     

     

     

    Thousands of Dollars

     

    Year Ended December 31, 2025

     

     

     

    Additions

     

     

     

    Company contributions

     

    $

    150,091

     

    Participant deposits

     

     

    231,704

     

    Rollovers

     

     

    69,491

     

    Total Contributions

     

     

    451,286

     

     

     

     

    Investment income

     

     

     

    Dividends and interest

     

     

    114,262

     

    Net appreciation in fair value of investments

     

     

    1,092,765

     

    Net Investment Income

     

     

    1,207,027

     

     

     

     

    Interest income on notes receivable from participants

     

     

    6,221

     

    Other additions

     

     

    874

     

    Total Net Additions

     

     

    1,665,408

     

     

     

     

    Deductions

     

     

     

    Benefit payments

     

     

    904,866

     

    Administrative expenses

     

     

    3,665

     

    Total Deductions

     

     

    908,531

     

     

     

     

    Net Increase

     

     

    756,877

     

     

     

     

    Net Assets Available for Benefits

     

     

     

    Beginning of Year

     

     

    7,706,154

     

    End of Year

     

    $

    8,463,031

     

    See Notes to Financial Statements.

    5


    Table of Contents

     

     

     

    Notes to Financial Statements

     

    Phillips 66 Savings Plan

     

    Note 1—Plan Description

    The following description of the Phillips 66 Savings Plan (Plan) provides only general information. Participants should refer to the plan document and summary plan description for a more complete description of the Plan’s provisions.

    General

    The Plan is a defined contribution, 401(k) profit sharing plan sponsored by Phillips 66 Company (the Company), a wholly owned subsidiary of Phillips 66.

    Vanguard Group, Inc. serves as record-keeper. Vanguard Fiduciary Trust Company (Vanguard) serves as trustee for the Plan. Northern Trust Company serves as trustee of the Plan's Stable Value Fund (SVF).

    Investments in the Plan are participant directed. Plan assets are invested in a variety of investment funds; however, the Phillips 66 Leveraged Stock Fund, ConocoPhillips Stock Fund and ConocoPhillips Leveraged Stock Fund are closed to new investments. The ConocoPhillips Stock Fund and ConocoPhillips Leveraged Stock Fund were transferred into the Plan from the Company's predecessor at the Plan's inception on May 1, 2012. If any participant has not made investment elections, the contributions will be invested in the Vanguard Target Retirement Trust with a target date closest to the participant's 65th birthday.

    The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

    Eligibility

    Generally, active employees of the Company and related entities on the direct U.S. dollar payroll are eligible to participate in the Plan. Union employees whose collective bargaining agreement does not provide for participation in the Plan are not eligible.

    Thrift Feature

    Participants may contribute between 1% and 75% of pay, as defined in the Plan document (Pay), on a Roth 401(k) basis, a before-tax basis, an after-tax basis, or in any combination thereof. Participants are eligible to make catch-up contributions to the Plan beginning in the year they attain age 50. The Company matches one dollar for each dollar contributed by an active participant up to 8% of Pay. In 2025, the Company made matching contributions to the Thrift of $150 million.

    The Plan has an automatic enrollment feature for new employees with the initial contribution rate set at 8% of Pay, contributed on a before-tax basis. Participants can change the contribution rate and type of contribution at any time and can also elect not to contribute to the Plan. A participant’s rate has an automatic annual increase election of 1% in July of each year following the year participation in the Plan begins until it reaches 10%.

    Participant Accounts

    Each participant’s account is credited with his or her contributions, Company contributions and allocations of investment earnings, and is charged with an allocation of investment and administrative expenses. Investment earnings are allocated based on the participant’s share of net earnings or losses for his or her respective elected investment options. Participants are charged $32 per member per year (paid quarterly) for administrative expenses. This fixed-fee arrangement is separated from investment fees to provide greater cost transparency. The benefit to which a participant is entitled is the benefit that could be provided from the participant’s vested account.

    6


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    Vesting

    Participants are immediately vested in employee contributions and Company contributions. Company retirement contributions held in an employer contribution account that transferred from the DCP Plan are subject to a 5-year graded vesting requirement.

    Voting Rights

    As a beneficial owner of Phillips 66 stock (Company Stock), Plan participants and beneficiaries are entitled to direct the trustee to vote the Company Stock attributable to their accounts. Company Stock means the stock held in the Phillips 66 Stock Fund and the Phillips 66 Leveraged Stock Fund accounts. Company Stock does not refer to shares of ConocoPhillips Stock Fund or ConocoPhillips Leveraged Stock Fund held by the Plan.

    Diversification

    Generally, participants may make unlimited exchanges out of any investment fund in any dollar amount, whole percentages, or shares of their account to another investment fund subject to the exchange rules in the Plan document. In addition, using selected investment percentages, a participant may request a reallocation of both the existing account and future contribution allocations or a rebalancing of the participant’s existing account.

    Share Accounting Method for Leveraged Company Stock

    Any shares purchased or sold for the Plan on any business day are valued at the Participant Transaction Price, as defined by the Plan, which is calculated using a weighted-average price of the Company Stock traded on that business day and any carryover impact as described in the Plan document.

    Distributions

    Total distributions from participant accounts can be made upon the occurrence of specified events, including the attainment of age 59½, death, disability, or termination of employment. Partial distributions, before the occurrence of a specified event, are permitted including in cases of specified financial hardship.

    Generally, distributions from participant accounts invested in the Company Stock Fund, Company Leveraged Stock Fund, ConocoPhillips Stock Fund and ConocoPhillips Leveraged Stock Fund can be made in cash, stock, or a combination of both. Distributions from all other funds in the Plan are made in cash. An election to make an eligible rollover distribution is also available. A terminated employee or a beneficiary who is the surviving spouse of a participant is eligible to elect a distribution based on a fixed-dollar amount or life-expectancy installment payments.

    Dividend Pass Through

    A participant can make an election to receive cash dividends from the Phillips 66 Stock Fund and the Phillips 66 Leveraged Stock Fund on the portion of that participant’s account invested in Company Stock. The distribution of these dividends is made on each dividend payment date.

    7


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    Participant Loans

    Active employees can request a loan from their account in the Plan if their balance is at least $2,000. The minimum loan amount is $1,000. Generally, the maximum loan amount is the lesser of $50,000 or one-half of the participant’s account balance. Loans are secured by the balance in the participant’s account and bear interest at a rate of prime plus 1%. Loan repayments are made through payroll deductions in equal amounts (or through automatic electronic debits (ACH) for participants who have left the Company). Three outstanding loans are available at a time, one of which can be a home loan. Generally, the maximum term of a home loan is 238 months, and the maximum term of a general purpose loan is 58 months; however this time may be extended related to the suspension of loan repayments under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

    Participants on an unpaid leave other than military leave or a participant receiving workers' compensation, state disability or short-term disability with insufficient pay to make loan repayments by payroll deductions can elect to make loan payments through electronic debit payments from a bank or other financial institution or submit a cashier's check, certified check or money order. Loans may also be suspended for up to one year for a participant who is on a non-military leave of absence for which full pay is not received.

    Trust Agreements

    There are two trust agreements in place. One trust agreement is with Vanguard and it provides for the administration of certain assets in the Plan.

    The other trust agreement with Northern Trust Company is for the SVF and is managed under the Stable Value Fund Trust Agreement. The assets in this fund include stable value investment contracts and a short-term investment fund (STIF). Underlying the stable value investment contracts were units of common/collective trust (CCT) funds.

    Administration

    The Plan is administered by the Investment Committee and Benefits Committee (Committees), a Plan Financial Administrator, and a Plan Benefits Administrator, collectively referred to as the Plan Administrators. Members of the Committees are appointed by the Board of Directors of the Company or its delegate, the Chief Executive Officer of the Company. The Plan Financial Administrator and the Plan Benefits Administrator are the persons who occupy, respectively, the Company positions of Senior Vice President, Treasurer and Vice President, Total Rewards. Members of the Committees and the Plan Administrators serve without compensation, but are reimbursed by the Company for necessary expenditures incurred in the discharge of their duties. Administrative expenses of the Plan are paid from assets of the Plan to the extent allowable by law, unless paid by the Company.

     

    8


    Table of Contents

     

    Note 2—Significant Accounting Policies

    Basis of Presentation

    The Plan’s financial statements are presented on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (GAAP). Distributions to participants or their beneficiaries are recorded when paid.

    The SVF invests in fully benefit-responsive investment contracts. These investment contracts are recorded at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.

    Notes Receivable from Participants

    Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the Plan Administrators deem the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

    Use of Estimates

    The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.

     

    9


    Table of Contents

     

    Note 3—Investments

    Investments held by the Plan are stated at fair value, except for fully benefit-responsive investment contracts. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

    Common stock values are based on their quoted market prices. Mutual funds are valued using quoted market prices which represent the net asset values of shares held by the Plan at year end. The assets in the SVF include fully benefit-responsive investment contracts and a STIF. The investment contracts were backed by units of CCTs. The STIF is valued at amortized cost, which approximates fair value. See Note 4—Fair Value Measurements and Note 5—Investment Strategy for more detail on the investments held by the Plan.

    Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.

    Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

     

    10


    Table of Contents

     

    Note 4—Fair Value Measurements

    GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

     

     

    Level 1:

    Fair value measured with unadjusted quoted prices from an active market for identical assets or liabilities.

     

    Level 2:

    Fair value measured either with: (1) adjusted quoted prices from an active market for similar assets or liabilities; or (2) other valuation inputs that are directly or indirectly observable.

     

    Level 3:

    Fair value measured with unobservable inputs that are significant to the measurement.

     

    A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

    The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value:

     

     

     

    Thousands of Dollars

     

     

     

    Assets at Fair Value as of December 31, 2025

     

     

     

    Level 1

     

     

    Level 2

     

     

    Level 3

     

     

    Total

     

    Mutual Funds

     

    $

    472,047

     

     

     

    —

     

     

     

    —

     

     

     

    472,047

     

    Common Stock

     

     

    1,257,760

     

     

     

    —

     

     

     

    —

     

     

     

    1,257,760

     

    Short Term Investment Fund

     

     

    8,045

     

     

     

    —

     

     

     

    —

     

     

     

    8,045

     

    Total

     

    $

    1,737,852

     

     

     

    —

     

     

     

    —

     

     

     

    1,737,852

     

    Goldman Sachs Core Plus Fixed Income CCT measured at
       Net Asset Value (NAV) practical expedient

     

     

     

     

     

     

     

     

     

     

     

    43,130

     

    JPMCB Large Cap Growth Fund; Class CF-E CCT
       measured at NAV practical expedient

     

     

     

     

     

     

     

     

     

     

     

    509,253

     

    Vanguard Trusts measured at NAV practical expedient

     

     

     

     

     

     

     

     

     

     

     

    5,457,576

     

    Total Investments at Fair Value

     

     

     

     

     

     

     

     

     

     

    $

    7,747,811

     

     

     

     

    Thousands of Dollars

     

     

     

    Assets at Fair Value as of December 31, 2024

     

     

     

    Level 1

     

     

    Level 2

     

     

    Level 3

     

     

    Total

     

    Mutual Funds

     

    $

    922,326

     

     

     

    —

     

     

     

    —

     

     

     

    922,326

     

    Common Stock

     

     

    1,204,394

     

     

     

    —

     

     

     

    —

     

     

     

    1,204,394

     

    Short Term Investment Fund

     

     

    26,835

     

     

     

    —

     

     

     

    —

     

     

     

    26,835

     

    Total

     

    $

    2,153,555

     

     

     

    —

     

     

     

    —

     

     

     

    2,153,555

     

    Goldman Sachs Core Plus Fixed Income CCT measured at
       NAV practical expedient

     

     

     

     

     

     

     

     

     

     

     

    28,032

     

    Vanguard Trusts measured at NAV practical expedient

     

     

     

     

     

     

     

     

     

     

     

    4,755,078

     

    Total Investments at Fair Value

     

     

     

     

     

     

     

     

     

     

    $

    6,936,665

     

     

    11


    Table of Contents

     

    Note 5—Investment Strategy

    Stable Value Fund

    The Plan's investment in the SVF is a separately managed portfolio exclusively available to the Plan participants. The SVF consists of synthetic investment contracts (SYNs) and a STIF. The STIF seeks to provide safety of principal and daily liquidity by investing in high quality money market instruments that include but are not limited to certificates of deposit, repurchase agreements, commercial paper, bank notes, time deposits, corporate debt, and U.S. Treasury and agency debt. While the intent of this fund is to allow daily withdrawals on each business day when the Federal Reserve’s wire system is open, the trustee of the fund may suspend withdrawal rights at its sole discretion in certain situations such as a breakdown in the means of communication normally employed in determining the value of the investments of the fund or a state of affairs in which the disposition of the assets of the fund would not be reasonably practicable or would be seriously prejudicial to the fund participants. The STIF is valued at amortized cost, which approximates fair value. In a SYN contract structure, the underlying investments are owned by the SVF and held in a trust for Plan participants. The underlying investments of the SYNs in the SVF Trust consist of CCTs. The SVF Trust purchases multiple wrapper contracts from insurance companies and/or banks to support the book value accounting (principal plus accrued income) to the Plan. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying investments, typically over the duration of the investment, through adjustments to the future interest crediting rates. The issuers of the wrapper contracts provide assurances that the adjustments to the interest crediting rates do not result in future interest crediting rates that are less than zero. There are no reserves against contract value for credit risk of the contract issuers or the underlying investments. The crediting rates for most SYNs are reset monthly or quarterly and are based on the fair value of the underlying portfolio of assets backing these contracts. The total contract value of the SYNs as of December 31, 2025 and 2024, was $639 million and $685 million respectively.

    In certain circumstances, the amount withdrawn from investment contracts may be payable at fair value rather than contract value. These events include, but are not limited to, termination of the Plan or SVF, a material adverse change to the provisions of the Plan, a decision by the Plan Administrators to withdraw from or terminate an investment contract without securing a replacement contract, and in the event of a spin-off or sale of a division if the terms of a successor plan do not meet the investment contract issuer’s underwriting criteria for issuance of a clone investment contract. However, the events described above are not probable of occurring in the foreseeable future.

    Examples of events that would permit a contract issuer to terminate an investment contract upon short notice include the Plan’s loss of its qualified tax status, un-cured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these occurred, the investment contract issuer could terminate the investment contract at fair value. The Plan Administrators do not anticipate any of these events are probable of occurrence.

    JPMCB Large Cap Growth Fund

    The JPMCB Large Cap Growth Fund is a common collective trust established and maintained by JPMorgan Chase Bank, N.A. The fund seeks long-term capital appreciation by investing primarily in equity securities of well-established companies with large market capitalizations. The investment strategy focuses on companies with attractive fundamentals, the potential to exceed market expectations, and positive price momentum.

    Vanguard Trusts

    Target Retirement Date Trusts

    This category includes collective investment trusts in highly diversified funds designed to remain appropriate for investors in terms of risk throughout a variety of life circumstances. The year in the trust name refers to the approximate year (the target date) when an investor in the trust would retire and leave the workforce. Each trust will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target date

    12


    Table of Contents

     

    through asset allocation. The fair value of each trust reflects the proportionate interest in the net assets of the underlying investments.

    Other Vanguard Trusts

    This category includes passively and actively managed strategies of Vanguard funds that are comprised of domestic equities, international equities, and fixed income securities. Participant transactions occur in customized portfolios which hold shares of the underlying Vanguard Trust. Since participant transactions occur at the portfolio level instead of directly into the Vanguard Trust, the NAV per share will trend with but not equal the NAV in the underlying Vanguard Trust held by the Plan. The passively managed Vanguard Institutional Trusts seek to track the investment performance of the underlying performance index. The fair value of each trust reflects the proportionate interest in the net assets of the underlying investments.

    Redemption Administration

    The Trustee of the Vanguard Trusts, in its sole discretion, but upon consultation with the Plan, shall decide whether to honor a redemption request in cash, in kind, or a combination of both. The Trustee will use its best efforts to distribute proceeds to the redeeming Plan as soon as practicable; provided however, that (i) cash proceeds from the sale of securities liquidated to fund a withdrawal need not be paid until after the actual settlement date or dates of the sale of such securities; and (ii) the Trustee may suspend redemptions and/or postpone the payment of redemption proceeds at times when the New York Stock Exchange is closed or during other emergency circumstances.

     

    Note 6—Tax Status

    The Plan Administrators received a determination letter from the Internal Revenue Service (IRS) dated April 28, 2015, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to the receipt of the determination letter, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrators believe the Plan, as amended and restated, is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.

    GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrators have analyzed the tax positions taken by the Plan, and have concluded there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

    Note 7—Related-Party and Party-in-Interest Transactions

    A large portion of the Plan’s assets are invested in Company Stock. Because Phillips 66 is the ultimate parent of the Company, transactions involving Company Stock qualify as related-party transactions. In addition, certain investments of the Plan are in shares of mutual funds and trusts managed by Vanguard. Since Vanguard is the Plan’s trustee, these transactions qualify as party-in-interest transactions. Northern Trust Company serves as the Plan's SVF trustee. Northern Trust has a fiduciary responsibility to the Plan. All of these transaction types were exempt from the prohibited transaction rules.

    13


    Table of Contents

     

    Note 8—Plan Termination

    In the event of termination of the Plan, participants and beneficiaries of deceased participants would be vested with respect to, and would receive, within a reasonable time, any funds in their accounts as of the date of the termination.

     

    Note 9—Reconciliation of Financial Statements to Form 5500

    The following is a reconciliation of net assets available for benefits as of December 31, 2025 and 2024, as reflected in these financial statements, to the amounts reflected in the Plan’s Form 5500:

     

     

     

    Thousands of Dollars

     

     

     

    2025

     

     

    2024

     

    Net assets available for benefits as reported in the financial statements

     

    $

    8,463,031

     

     

     

    7,706,154

     

    Adjustment from contract value to fair value for fully benefit-responsive
       investment contracts

     

     

    (11,254

    )

     

     

    (30,004

    )

    Deemed distributions of participant loans

     

     

    (2,048

    )

     

     

    (1,688

    )

    Net assets available for benefits as reported in the Form 5500

     

    $

    8,449,729

     

     

     

    7,674,462

     

     

    The following is a reconciliation of net increase for the year ended December 31, 2025, as reflected in these financial statements, to the amounts reflected in the Plan’s Form 5500:

     

     

     

    Thousands of Dollars

     

     

     

    2025

     

    Net increase as reported in the financial statements, excluding transfers

     

    $

    756,877

     

    Adjustment from contract value to fair value for fully benefit-responsive investment
       contracts at December 31, 2025

     

     

    (11,254

    )

    Reverse adjustment from contract value to fair value for certain fully
       benefit-responsive investment contracts at December 31, 2024

     

     

    30,004

     

    Deemed distributions of participant loans at the beginning of the year

     

     

    1,688

     

    Deemed distributions of participant loans at end of the year

     

     

    (2,048

    )

    Net gain as reported in the Form 5500

     

    $

    775,267

     

     

     

    Note 10—Subsequent Event

    Effective January 1, 2026, the following changes were made:

    •
    Participants turning age 60 to 63 during the year have an increased catch-up contribution limit available ($11,250 in 2026 and as indexed in future years).
    •
    For participants with Phillips 66 FICA wages (Box 3 of Form W-2) of more than $150,000 (as indexed in the future years) in the prior year (2025), catch-up contributions must be made on a Roth after-tax basis.

    14


    Table of Contents

     

     

     

    Schedule H, Line 4i

     

    Phillips 66 Savings Plan

    Schedule of Assets (Held at End of Year)

     

    EIN 37-1652702, Plan 002

     

     

    At December 31, 2025

     

     

     

     

     

     

     

     

     

     

     

     

    Thousands of Dollars

     

    (a) (b)

     

    (c)

     

    (d)

     

    (e)

     

    Identity of issue borrower, lessor
    Current or similar party

     

    Description of investment including maturity date,
    rate of interest, collateral, par or maturity value

     

    Historical Cost

     

    Current Value

     

    * Phillips 66

     

    Stock Fund

     

    $

    **

     

     

    1,050,021

     

    * Phillips 66

     

    Leveraged Stock Fund

     

     

    **

     

     

    42,114

     

    ConocoPhillips

     

    Stock Fund

     

     

    **

     

     

    118,915

     

    ConocoPhillips

     

    Leveraged Stock Fund

     

     

    **

     

     

    46,710

     

    IGT Invesco Short-Term Bond Fund

     

    Short-Term Bond

     

     

    **

     

     

    296,839

     

    IGT Invesco Intermediate Gov/Credit Fund

     

    Multi-Mgr. Intermediate Government

     

     

    **

     

     

    67,116

     

    IGT PIMCO Intermediate Gov/Credit Fund

     

    Multi-Mgr. Intermediate Government

     

     

    **

     

     

    32,896

     

    IGT Jennison Intermediate Gov/Credit Fund

     

    Multi-Mgr. Intermediate Government

     

     

    **

     

     

    64,781

     

    IGT Loomis Sayles Intermediate Fund

     

    Multi-Mgr. Intermediate Government

     

     

    **

     

     

    33,066

     

    IGT Dodge & Cox Core Fixed Income

     

    Multi-Mgr. Core Fixed Income Fund

     

     

    **

     

     

    33,141

     

    IGT Invesco Core Fixed Income Fund

     

    Multi-Mgr. Core Fixed Income Fund

     

     

    **

     

     

    33,810

     

    IGT PIMCO Core Fixed Income Fund

     

    Multi-Mgr. Core Fixed Income Fund

     

     

    **

     

     

    33,799

     

    IGT Loomis Sayles Core Fixed Income Fund

     

    Multi-Mgr. Core Fixed Income Fund

     

     

    **

     

     

    32,018

     

    Multiple Asset Wraps

     

    Insurance Wrapper(s)

     

     

    **

     

     

    11,254

     

    * Northern Trust

     

    Short-Term Investment Fund

     

     

    **

     

     

    8,045

     

    DFA Investment 95081222

     

    DFA Emerging Markets Core Equity, Inst

     

     

    **

     

     

    23,194

     

    Goldman Sachs

     

    Goldman Sachs Small/Mid Cap Value Class R6

     

     

    **

     

     

    23,303

     

    Goldman Sachs Core

     

    Goldman Sachs Core Plus Fixed Income Collective Trust

     

     

    **

     

     

    43,130

     

    JPMCB Large Cap

     

    JPMCB Large Cap Growth Fund; Class CF-E

     

     

     

     

     

    509,253

     

    * Vanguard Explorer

     

    Vanguard Explorer Fund Admiral Shares

     

     

    **

     

     

    56,549

     

    * The Vanguard Group

     

    Vanguard Inst 500 Index Trust B

     

     

    **

     

     

    1,468,875

     

     

    Vanguard Inst Extended Market Index Trust B

     

     

    **

     

     

    445,361

     

     

    Vanguard Inst Total Bond Market Index Trust

     

     

    **

     

     

    449,658

     

     

    Vanguard Inst Total Int Stock Market Index Trust

     

     

    **

     

     

    462,479

     

     

    Vanguard International Growth Fund Admiral Shares

     

     

    **

     

     

    109,122

     

     

    Vanguard International Value Fund

     

     

    **

     

     

    60,159

     

     

    Vanguard Federal Money Market Fund

     

     

    **

     

     

    890

     

     

    Vanguard Target Retirement 2020 Trust Select

     

     

    **

     

     

    127,238

     

     

    Vanguard Target Retirement 2025 Trust Select

     

     

    **

     

     

    253,688

     

     

    Vanguard Target Retirement 2030 Trust Select

     

     

    **

     

     

    305,361

     

     

    Vanguard Target Retirement 2035 Trust Select

     

     

    **

     

     

    331,868

     

     

    Vanguard Target Retirement 2040 Trust Select

     

     

    **

     

     

    301,336

     

     

    Vanguard Target Retirement 2045 Trust Select

     

     

    **

     

     

    353,727

     

     

    Vanguard Target Retirement 2050 Trust Select

     

     

    **

     

     

    385,224

     

     

    Vanguard Target Retirement 2055 Trust Select

     

     

    **

     

     

    294,777

     

     

    Vanguard Target Retirement 2060 Trust Select

     

     

    **

     

     

    127,131

     

     

    Vanguard Target Retirement 2065 Trust Select

     

     

    **

     

     

    48,618

     

     

    Vanguard Target Retirement 2070 Trust Select

     

     

    **

     

     

    14,602

     

     

    Vanguard Target Retirement Income Trust

     

     

    **

     

     

    87,633

     

     

    Vanguard Windsor II Fund Admiral Shares

     

     

    **

     

     

    198,830

     

    * Participants

     

    Loans to Plan Participants, Interest rates ranging from 3.25% to 9.50%

     

     

    **

     

     

    79,147

     

     

     

     

     

     

     

     

    $

    8,465,678

     

    * Party-in-interest

    ** Historical cost information is not required for participant-directed investments.

    15


    Table of Contents

     

     

     

     

    Exhibit Index

     

    Phillips 66 Savings Plan

     

     

    EIN 37-1652702, Plan 002

     

     

    Exhibit Number

    Description

    23.1

    Consent of Independent Registered Public Accounting Firm

     

    16


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