ConocoPhillips Form 4: Insider Acquisition of Deferred Stock Units

Rhea-AI Filing Summary

ConocoPhillips (COP) Form 4 filing: Director Nelda J. Connors reported one transaction dated 07/31/2025. She acquired (code “A”) 115 deferred stock units at an indicated reference price of $96.025 each. Deferred stock units convert to common shares on a 1-for-1 basis.

Following the grant, Connors’ aggregate holding in the director deferred stock account totals 4,072.2584 units, which includes dividend-equivalent units disclosed as routine under Rule 16a-11. The grant will be paid out in a lump sum six months after she separates from service unless she elects a different deferral schedule.

No derivative dispositions, open-market sales, or cash exercises were reported. Ownership remains direct. The filing contains no financial results or company guidance and is strictly an insider ownership disclosure.

Insights

Financial Analyst

TL;DR: Routine director stock-unit grant; neutral impact on COP shares.

The 115-unit grant (~US$11k) is standard board compensation and immaterial to ConocoPhillips’ $150 bn market cap. Because it neither signals aggressive buying nor selling, market impact should be negligible. Deferred structure aligns director incentives with shareholders but does not meaningfully alter insider ownership trends.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Connors Nelda J

(Last) (First) (Middle)

16930 PARK ROW DR.

(Street)

HOUSTON TX 77084

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Units	(1)	07/31/2025		A		115		(2)	(2)	Common Stock	115	$96.025	4,072.2584(3)	D

Explanation of Responses:

1. The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

2. The reporting person has elected to receive payment as a lump sum six months following separation from service, which election may be changed by the reporting person to provide for an alternative schedule of deferred payments.

3. Includes dividend equivalent units acquired through routine transactions that are exempt under rule 16a-11.

	Whitney A. Cox, Attorney in Fact (by Power of Attorney filed with the Commission on September 4, 2024)	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many ConocoPhillips stock units did Director Nelda Connors acquire?

She acquired 115 deferred stock units on 07/31/2025.

What is the price associated with the stock-unit grant to Nelda Connors?

The reference price listed in the filing is $96.025 per unit.

What is Nelda Connors’ total beneficial ownership in COP after the transaction?

Her total holding is 4,072.2584 deferred stock units.

When will the deferred stock units convert to ConocoPhillips common shares?

They convert on a 1-for-1 basis; payout is slated for six months after separation from service unless she elects another schedule.

Did the Form 4 include any insider sales of ConocoPhillips stock?

No. The filing reports only an acquisition; no sales or disposals were disclosed.