Phillips 66 said Phillips 66 Company is issuing 5.875% Series A Junior Subordinated Notes due 2056 in an underwritten public offering with an aggregate principal amount of $1,000,000,000.

8-KOther EventsFiled Sep 18, 2025Period of report Sep 16, 2025Summary published (UTC) Oct 12, 2026

Key points

AI summary

Phillips 66 said Phillips 66 Company is issuing 5.875% Series A Junior Subordinated Notes due 2056 in an underwritten public offering with an aggregate principal amount of $1,000,000,000.
The company said Phillips 66 Company is also conducting a public offering of 6.200% Series B Junior Subordinated Notes due 2056 with an aggregate principal amount of $1,000,000,000, and Phillips 66 is providing full and unconditional guarantees for both series.
Phillips 66 said on September 16, 2025 Phillips 66 Company entered into a Terms Agreement with the underwriters, and the Notes are issued pursuant to a Subordinated Indenture among Phillips 66 Company as issuer, Phillips 66 as guarantor, and U.S. Bank Trust Company, National Association as trustee.
The company said the sale of the Notes was registered under a Form S-3 registration statement filed on July 28, 2025, and a prospectus supplement dated September 16, 2025 was filed with the SEC on September 17, 2025 under Rule 424(b)(2).

Summary

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Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Series A 2056 Notes $1,000,000,000 Public Offering

Phillips 66 said Phillips 66 Company is issuing 5.875% Series A Junior Subordinated Notes due 2056 in an underwritten public offering with an aggregate principal amount of $1,000,000,000.

Source · Based on the filing body and exhibits

Series B 2056 Notes $1,000,000,000 Public Offering

The company said Phillips 66 Company is also conducting a public offering of 6.200% Series B Junior Subordinated Notes due 2056 with an aggregate principal amount of $1,000,000,000, and Phillips 66 is providing full and unconditional guarantees for both series.

Source · Based on the filing body and exhibits

Terms Agreement and Subordinated Indenture

Phillips 66 said on September 16, 2025 Phillips 66 Company entered into a Terms Agreement with the underwriters, and the Notes are issued pursuant to a Subordinated Indenture among Phillips 66 Company as issuer, Phillips 66 as guarantor, and U.S. Bank Trust Company, National Association as trustee.

Source · Based on the filing body and exhibits

Form S-3 Registration and Prospectus Supplement

The company said the sale of the Notes was registered under a Form S-3 registration statement filed on July 28, 2025, and a prospectus supplement dated September 16, 2025 was filed with the SEC on September 17, 2025 under Rule 424(b)(2).

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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