ConocoPhillips (NYSE: COP) VP exercises 2,000 units, withholds 487 shares for taxes

Rhea-AI Filing Summary

ConocoPhillips VP & Controller Kontessa S. Haynes reported transactions involving stock-based compensation. On February 14, 2026, she exercised 2,000 stock units, which were the economic equivalent of common shares and settled in 2,000 shares of ConocoPhillips common stock.

To cover tax obligations related to this award, 487 shares of common stock were disposed of at $111.23 per share through a tax-withholding transaction, rather than an open-market sale. After these moves, she directly owned 10,339 common shares and indirectly held 70.005 shares 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^*

HAYNES WELSH KONTESSA S

(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)
	VP & Controller

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		2,000(1)	A	(2)	10,826	D
Common Stock	02/14/2026		F		487	D	$111.23	10,339	D
Common Stock								70.005(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			2,000	(5)	02/14/2026	Common Stock	2,000	$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
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FAQ

What did ConocoPhillips (COP) VP Kontessa Haynes report on this Form 4?

Kontessa S. Haynes reported exercising 2,000 stock units into 2,000 common shares and a related tax-withholding share disposition. These transactions reflect stock-based compensation activity, not an open-market purchase or sale program.

How many ConocoPhillips (COP) stock units did the VP exercise?

She exercised 2,000 stock units, each economically equivalent to one share of ConocoPhillips common stock. The units settled in 2,000 shares, reflecting conversion of a derivative award rather than a cash purchase in the open market.

Were any ConocoPhillips (COP) shares sold in the open market by the VP?

No open-market sale is indicated. The Form 4 shows 487 shares disposed of at $111.23 per share specifically as a tax-withholding transaction to satisfy obligations tied to the stock unit exercise.

What is Kontessa Haynes’ direct ConocoPhillips (COP) share ownership after these transactions?

Following the reported transactions, Kontessa S. Haynes directly owned 10,339 shares of ConocoPhillips common stock. This figure reflects the stock unit exercise and the shares withheld to cover related tax liabilities.

Does Kontessa Haynes have any indirect ConocoPhillips (COP) holdings?

Yes. The filing reports 70.005 shares held indirectly through the ConocoPhillips Savings Plan. This indirect position is in addition to the 10,339 shares she owns directly after the reported transactions.

How were the ConocoPhillips (COP) stock units structured in this Form 4 filing?

Each stock unit was the economic equivalent of one share of ConocoPhillips common stock on a 1-for-1 basis and settled in shares, with some units including dividend equivalents under the award terms.