菲利普斯66美股招股说明书(2025-09-17版)

Phillips 66 Company $1,000,000,000 5.875% Series A Junior Subordinated Notes due 2056$1,000,000,000 6.200% Series B Junior Subordinated Notes due 2056fully and unconditionallyguaranteed byPhillips 66 Phillips 66 Company is offering $2,000,000,000 aggregate principal amount of notes, consisting of $1,000,000,000 aggregate principal amount of 5.875% Series A Junior Subordinated Notesdue 2056, or the “Series A Junior Subordinated Notes,” and $1,000,000,000 aggregate principal amount of 6.200% Series B Junior Subordinated Notes due 2056, or the “Series B JuniorSubordinated Notes.” We refer to the Series A Junior Subordinated Notes and the Series B Junior Subordinated Notes collectively as the “notes.” The notes will be fully and unconditionallyguaranteed by Phillips 66. Each series of the notes is being offered under the subordinated indenture, to be dated as of the issue date of the notes (the “Subordinated Indenture”). The Series A Junior Subordinated Notes will bear interest (i)from and including September18, 2025 (which is the expected original issuance date) to, but excluding, March15, 2031 (the“First Series A Reset Date”) at the rate of 5.875% per year and (ii)from and including the First Series A Reset Date, during each Reset Period (as defined herein), at a rate per year equal to theFive-year U.S. Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of 2.283%, to be reset on each Series A Reset Date(as defined herein); provided, that the interest rate during any Reset Period will not reset below 5.875% (which equals the initial interest rate on the Series A Junior Subordinated Notes). The Series B Junior Subordinated Notes will bear interest (i)from and including September18, 2025 (which is the expected original issuance date) to, but excluding, March15, 2036 (the“First Series B Reset Date”) at the rate of 6.200% per year and (ii)from and including the First Series B Reset Date, during each Reset Period, at a rate per year equal to the Five-year U.S.Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.166%, to be reset on each Series B Reset Date (as defined herein); provided, that the interest rateduring any Reset Period will not reset below 6.200% (which equals the initial interest rate on the Series B Junior Subordinated Notes). Subject to its right to defer interest payments as described below, Phillips 66 Company will pay interest on each series of notes semi-annually in arrears on March15 and September15 ofeach year, beginning March15, 2026. Each series of notes will mature on March15, 2056. Phillips 66 Company may defer interest payments on either or both series of the notes on one or more occasions for up to 10 consecutive years per deferral period as described in thisprospectus supplement. Deferred interest payments with respect to a given series of the notes will accumulate additional interest at a rate equal to the interest rate then applicable to that seriesof notes, to the extent permitted by law. Phillips 66 Company may elect to redeem any or all of the notes at the times and prices specified in this prospectus supplement plus accrued and unpaid interest to the redemption date. Theredemption prices are described beginning on pageS-21of this prospectus supplement. Investing in the notes involves risks. See “Risk Factors” on pageS-9of this prospectus supplement. Delivery of the notes in book-entry form only will be made through The Depository Trust Company, Clearstream Banking S.A. and the Euroclear system on or about September18, 2025,against payment in immediately available funds. This settlement date may affect trading of the notes. See “Underwriting (Conflicts of Interest)—Extended Settlement.” Table of Contents You should rely only on the information we have included or incorporated by reference in this prospectus supplement, the accompanyingprospectus and any free writing prospectus that we provide to you. We have not, and the underwriters have not, authorized anyone to provideyou with any other information. If you receive any unauthorized information, you must not rely on it. We and the underwriters are offering tosell the notes only in places where sales are permitted. You should assume that the information we have included in this prospectus supplementor the accompanying prospectus is accurate only as of the date of this prospectus supplement or the accompanying prospectus and that anyinformation we have incorporated by reference is accurate only as of the date of the document incorporated by reference. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of notes and certainterms of the notes and the guarantees. The second part is the accompanying prospectus, which gives more general information. If theinformation varies between this prospectus supplement and the accompanying prospectus, you should