News & Events

Results of Operations and Financial Condition. On April 29, 2026, Phillips 66 issued a press release announcing the company's financial and operating results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is furnished as Exhibit 99.2 hereto and incorporated herein by reference. The information in this report and the exhibits attached her…

Results of Operations and Financial Condition. On April 6, 2026, Phillips 66 (the “Company”) issued guidance providing preliminary first-quarter 2026 financial information. The preliminary financial information is based upon the Company’s current estimates and is subject to completion of financial and operating closing procedures as of and for the quarter ended March 31, 2026. A copy of the guidance is furnished as Exhibit 99.1 to this Form 8-K. The information in this report and the exhibits…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in

Entry into a Material Definitive Agreement. Term Loan Agreement On March 18, 2026 (the “Term Loan Closing Date”), Phillips 66 Company (the “Company”), a wholly owned subsidiary of Phillips 66 (“Phillips 66”), entered into a 364-day, $2.25 billion term loan credit agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the “Term Loan Agreement”). The Term Loan Agreement is guaranteed by Phillips 66. The Term Loan Agreem…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 6, 2026, the Board of Directors (the “Board”) of Phillips 66 (the “Company”), increased the size of the Board from 14 directors to 16 directors, and appointed Kevin O. Meyers and Howard I. Ungerleider to serve on the Board, effective immediately. Dr. Meyers was appointed to the class of directors whose term expires at the Company’s annual…

Results of Operations and Financial Condition. On February 4, 2026, Phillips 66 issued a press release announcing the company's financial and operating results for the quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Additional financial and operating information about the quarter is furnished as Exhibit 99.2 hereto and incorporated herein by reference. The information in this report and the exhibits attache…

Other Events. On July 30, 2025, the Superior Court of the State of California, Alameda County (the “Court”), issued an order regarding exemplary damages in the previously reported lawsuit brought by Propel Fuels Inc. (“Propel Fuels”). After considering Propel Fuels’ request for exemplary damages in the amount of $1.2 billion, the Court ordered Phillips 66 Company, a wholly owned subsidiary of Phillips 66 (the “Company”), to pay Propel Fuels $195 million in exemplary damages, plus pre- and pos…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 12, 2025, Gary K. Adams and Denise L. Ramos each informed the Board of Directors (the “Board”) of Phillips 66 (the “Company”) of their intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The decisions of Mr. Adams and Ms. Ramos were the result of the Board’s ongoin…

Other Events. On October 16, 2024, a jury returned a verdict against Phillips 66 Company, a wholly owned subsidiary of Phillips 66 (the “Company”), in a lawsuit brought by Propel Fuels Inc. in the Superior Court of the State of California, Alameda County (the “Court”), in the amount of $604.9 million in compensatory damages. The Court has not yet entered a judgment in the case and several post-trial motions are pending before the Court. In the lawsuit, Propel Fuels Inc. alleged that Phillips…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 10, 2024, the Board of Directors (the “Board”) of Phillips 66 (the “Company”), increased the size of the Board from 13 directors to 14 directors, and appointed Grace Puma Whiteford to serve on the Board, effective immediately. Ms. Puma Whiteford was appointed to the class of directors whose term expires at the Company’s annual meeting of…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 26, 2024, Timothy D. Roberts, Executive Vice President, Midstream and Chemicals of Phillips 66 (the “Company”) provided notice to the Company that he intends to retire, effective June 1, 2024.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 3, 2024, the Board of Directors of Phillips 66 (the “Company”) appointed Ann M. Kluppel to serve as the Company’s Vice President and Controller and designated principal accounting officer effective May 13, 2024. Ms. Kluppel will succeed J. Scott Pruitt, who announced on April 1, 2024 that he plans to retire from the Company effective May 3…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements s of Certain Officers. On March 8, 2024, the Board of Directors (the “Board”) of Phillips 66 (the “Company”) appointed Mark E. Lashier, the Company’s President and Chief Executive Officer and a member of the Board, to the additional position of Chairman of the Board, effective immediately prior to the Company’s 2024 Annual Meeting of Shareholders to be held on May 15,…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 13, 2024, the Board of Directors (the “Board”) of Phillips 66 (the “Company”), increased the size of the Board from 13 directors to 14 directors, and appointed Robert W. Pease to serve on the Board, effective immediately. Mr. Pease was appointed to the class of directors whose term expires at the Company’s annual meeting of shareholders…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements s of Certain Officers. On October 26, 2023, Greg Garland, Executive Chairman of the Board of Directors (the “Board”) of Phillips 66 (the “Company”), informed the Company of his intention to retire from the Board, effective May 2024. After ten years of service as the Company’s Chief Executive Officer, Mr. Garland stepped down from that position in July 2022 and agreed t…

Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers. On July 12, 2022, the Board of Directors (the “Board”) of Phillips 66 (the “Company”) appointed Mark E. Lashier and Gregory J. Hayes to serve on the Board. Mr. Lashier was appointed to the class of directors whose term expires at the Company’s annual meeting of shareholders in 2024 and Mr. Hayes was appointed to the class of directors whose term expires at the annual meeting in 2023. Mr. La…

Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers. On July 16, 2021, Chukwuemeka A. Oyolu gave notice of his decision to resign from his position as Vice President and Controller (principal accounting officer) of Phillips 66 (the “Company”). J. Scott Pruitt will become the Company’s Vice President and Controller (principal accounting officer), succeeding Mr. Oyolu, effective August 4, 2021. Mr. Pruitt, 56, has served as the Company’s Genera…

Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers. On July 14, 2021, the Board of Directors of Phillips 66 (the "Company") appointed Denise R. Cade and Douglas T. Terreson to serve as independent directors on the Board. Ms. Cade was appointed to the class of directors whose term expires at the Company's annual meeting of shareholders in 2023 and Mr. Terreson was appointed to the class of directors whose term expires at the annual meeting in…

Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers. On June 1, 2021, Paula A. Johnson, Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary of Phillips 66 (the "Company"), provided notice to the Company that she intends to retire by the end of 2021. Ms. Johnson's notice allows lead time for the Company to conduct a search for her replacement and to assist with the orderly transition of duties to her…