ConocoPhillips (NYSE: COP) EVP nets shares after unit exercise

Rhea-AI Filing Summary

ConocoPhillips Executive Vice President Nicholas G. Olds reported equity compensation activity involving stock units and common shares. He exercised 8,564 stock units, each economically equivalent to one share of common stock, into 8,564 shares of common stock on February 14, 2026.

On the same date, 3,169 common shares were disposed of at $111.23 per share to satisfy tax obligations by delivering securities, a tax-withholding disposition rather than an open-market sale. After these transactions, Olds held 26,911 common shares directly and 1,352.259 shares indirectly through the ConocoPhillips Savings Plan.

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

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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^*

Olds Nicholas G

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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
Common Stock	02/14/2026		M		8,564(1)	A	(2)	30,080	D
Common Stock	02/14/2026		F		3,169	D	$111.23	26,911	D
Common Stock								1,352.259(3)	I	By ConocoPhillips Savings Plan

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	(4)	02/14/2026		M			8,564	(5)	02/14/2026	Common Stock	8,564	$0.00	0	D

Explanation of Responses:

1. The amount includes units acquired as dividend equivalents pursuant to the award agreement.

2. Each stock unit was the economic equivalent of one share of common stock and settled in shares.

3. Includes units acquired through routine dividend transactions that are exempt under rule 16a-11 and through a qualified plan that are exempt under rule 16b-3.

4. The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

5. The stock units grant settles 3 years from date of grant, subject to earlier or partial settlement upon termination of employment after attainment of age 55 with five years of service, layoff, death or disability, or a change in control.

	Kelly B. Rose, Attorney in Fact (by Power of Attorney)	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ConocoPhillips (COP) executive Nicholas G. Olds report on this Form 4?

Nicholas G. Olds reported exercising 8,564 stock units into common shares and a related tax-withholding disposition of 3,169 common shares. The filing reflects routine equity compensation activity rather than an open-market stock purchase or sale.

How many ConocoPhillips shares did Nicholas G. Olds acquire through the stock unit exercise?

He acquired 8,564 shares of ConocoPhillips common stock by exercising 8,564 stock units. Each stock unit was the economic equivalent of one share and settled in stock on February 14, 2026, according to the Form 4 footnotes.

Why were 3,169 ConocoPhillips shares disposed of in Nicholas G. Olds’ Form 4?

The 3,169 common shares were disposed of to pay the exercise price or tax liability by delivering securities. This tax-withholding disposition, coded “F,” indicates shares used to satisfy obligations, not an ordinary open-market sale.

What is Nicholas G. Olds’ ConocoPhillips share ownership after these transactions?

After the reported transactions, Nicholas G. Olds directly owned 26,911 shares of ConocoPhillips common stock. He also had 1,352.259 shares held indirectly through the ConocoPhillips Savings Plan, as reflected in the Form 4 holdings section.

How are the ConocoPhillips stock units held by Nicholas G. Olds structured?

Each stock unit represented ConocoPhillips common stock on a one-for-one basis and settled in shares. Footnotes state some units include dividend equivalents and were granted under arrangements that can settle after three years or certain employment-related events.

Is Nicholas G. Olds’ ConocoPhillips Form 4 transaction a buy or a sell?

The Form 4 shows a mix of actions: an exercise of 8,564 stock units into common shares and a tax-withholding disposition of 3,169 shares. The disposition is for tax purposes rather than an open-market sale to third-party investors.