ConocoPhillips (COP) director reports RSU tax withholding on Form 4

Rhea-AI Filing Summary

ConocoPhillips director reports routine equity award activity. A company director exercised 324 stock units into an equal number of ConocoPhillips common shares on 11/14/2025 and then had 324 shares withheld to cover taxes at a price of $90.245 per share. After these transactions, the director beneficially owned 462,780 shares of common stock and 8,336.372 stock units, which represent ConocoPhillips common stock on a one-for-one basis. The reported stock units include dividend equivalent units and are subject to vesting and settlement terms tied to service, retirement eligibility, and certain employment events.

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

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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^*

LEACH TIMOTHY A

(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)
11/14/2025

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
Common Stock	11/14/2025		M		324	A	(1)	463,104	D
Common Stock	11/14/2025		F		324	D	$90.245	462,780	D

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	(2)	11/14/2025		M			324(3)	(4)	02/11/2028	Common Stock	324	$0	8,336.372(5)	D

Explanation of Responses:

1. Each stock unit was the economic equivalent of one share of common stock.

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

3. Reflects partial lapsing of restrictions on the 2025 Executive RSU grant to cover FICA obligation and associated income taxes for retirement eligible employees.

4. The stock units grant settles 3 years from February 11, 2025, subject to earlier or partial settlement upon, termination of employment after attainment of age 55 with 5 years of service, layoff, death or disablity or a change of control.

5. 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 February 14, 2024)	11/18/2025
	** 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

What insider transaction did ConocoPhillips (COP) report on this Form 4?

The Form 4 reports that a ConocoPhillips director converted 324 stock units into 324 shares of common stock and had 324 shares withheld to cover tax obligations, leaving 462,780 shares of common stock and 8,336.372 stock units beneficially owned.

Who is the reporting person in this ConocoPhillips (COP) Form 4 and what is their role?

The reporting person is identified as a Director of ConocoPhillips, as indicated in the relationship section, with the filing signed by Whitney A. Cox as Attorney in Fact.

How many ConocoPhillips (COP) shares does the director own after the reported transaction?

After the reported activity, the director beneficially owned 462,780 shares of ConocoPhillips common stock and 8,336.372 stock units, which each represent one share of common stock.

What do the ConocoPhillips (COP) stock units represent in this Form 4?

The stock units are described as the economic equivalent of one share of ConocoPhillips common stock on a 1-for-1 basis, including dividend equivalent units acquired through routine transactions exempt under Rule 16a-11.

Why were 324 ConocoPhillips (COP) shares withheld in the transaction?

The explanation states that the 324 stock units reflect a partial lapsing of restrictions on a 2025 Executive RSU grant to cover FICA obligations and associated income taxes for retirement eligible employees.

What are the settlement terms for the ConocoPhillips (COP) stock units in this Form 4?

The stock unit grant is scheduled to settle 3 years from February 11, 2025, subject to earlier or partial settlement upon termination of employment after reaching age 55 with 5 years of service, layoff, death, disability, or a change of control.