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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.

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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.

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Table of Contents

 

 

 

Notes to Financial Statements

 

Phillips 66 Savings Plan

 

Note 1Plan 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.

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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.

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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.

 

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Note 2Significant 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.

 

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Note 3Investments

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.

 

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Note 4Fair 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

 

 

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Note 5Investment 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

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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 6Tax 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 7Related-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.

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Table of Contents

 

Note 8Plan 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 9Reconciliation 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 10Subsequent 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.

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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.

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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