UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On September 16, 2025, Phillips 66 Company entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated September 16, 2025 (the “Terms Agreement”), among Phillips 66 Company, Phillips 66 and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by Phillips 66 Company of $1,000,000,000 aggregate principal amount of its 5.875% Series A Junior Subordinated Notes due 2056 (the “Series A 2056 Notes”) and $1,000,000,000 aggregate principal amount of its 6.200% Series B Junior Subordinated Notes due 2056 (the “Series B 2056 Notes” and, together with the Series A 2056 Notes, the “Notes”), in each case fully and unconditionally guaranteed by Phillips 66, and issued pursuant to the Subordinated Indenture, dated as of September 18, 2025 (the “Indenture”), among Phillips 66 Company, as issuer, Phillips 66, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Indenture and the terms of the Notes are further described under “Description of the Notes” in the prospectus supplement of Phillips 66 Company and Phillips 66 dated September 16, 2025 together with the related prospectus dated July 28, 2025, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on September 17, 2025, which descriptions are incorporated herein by reference. The sale of the Notes was registered under Phillips 66 and Phillips 66 Company’s registration statement on Form S-3 filed on July 28, 2025 (File Nos. 333-289011 and 333-289011-01) (the “Registration Statement”).
A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the forms of the terms of Notes of each series have been filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this report and are incorporated herein by reference. Additionally, the legal opinion and tax opinion of Gibson, Dunn & Crutcher LLP, each issued in connection with the offering of the Notes, are attached hereto as Exhibits 5.1 and 8.1, respectively, and are incorporated herein by reference. The following exhibits filed with this report are incorporated by reference in the Registration Statement: Exhibits 1.1, 4.1, 4.2, 4.3, 5.1 and 8.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
| PHILLIPS 66 | ||
| By: | /s/ Vanessa A. Sutherland | |
| Vanessa A. Sutherland | ||
| Executive Vice President | ||
September 18, 2025