ConocoPhillips (NYSE: COP) director exercises 7,251 units, withholds 2,683 shares for taxes

Rhea-AI Filing Summary

ConocoPhillips director Timothy A. Leach reported equity award activity involving company stock. He exercised 7,251 stock units, which were economically equivalent to the same number of ConocoPhillips common shares and settled 1-for-1 in stock. After this exercise, his directly held common stock position increased, then a portion of the resulting shares was withheld to cover taxes.

The filing shows a tax-withholding disposition of 2,683 common shares at $111.23 per share, reducing his directly held common stock to 441,218 shares following the transactions. Footnotes explain that the stock units also included dividend equivalents and that such grants typically settle three years from grant, with earlier or partial settlement possible upon certain employment or control-change 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

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^*

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)
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		7,251(1)	A	(2)	443,901	D
Common Stock	02/14/2026		F		2,683	D	$111.23	441,218	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	(3)	02/14/2026		M			7,251	(4)	02/14/2026	Common Stock	7,251	$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. The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

4. 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.
* 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 transactions did Timothy A. Leach report at ConocoPhillips (COP)?

Timothy A. Leach reported exercising 7,251 stock units into ConocoPhillips common shares and a related tax-withholding disposition of 2,683 shares. These movements reflect equity award settlement mechanics rather than an open-market purchase or sale, leaving him with 441,218 directly held common shares.

Did Timothy A. Leach buy or sell ConocoPhillips (COP) stock on the open market?

The reported activity does not show open-market buying or selling. Leach exercised 7,251 stock units into common stock and had 2,683 shares withheld at $111.23 per share to satisfy tax obligations tied to the award settlement process.

How many ConocoPhillips (COP) shares does Timothy A. Leach hold after these transactions?

After exercising stock units and a related tax-withholding disposition, Timothy A. Leach directly holds 441,218 ConocoPhillips common shares. This figure reflects his position immediately following the reported February 14, 2026 equity award exercise and tax withholding events.

What are the stock units mentioned in Timothy A. Leach’s ConocoPhillips (COP) Form 4?

The stock units are equity awards that are the economic equivalent of ConocoPhillips common stock on a 1-for-1 basis. They settle in shares, include dividend equivalents, and typically settle three years after grant, with possible earlier or partial settlement on specified employment or control-change events.

Why were 2,683 ConocoPhillips (COP) shares disposed of in Timothy A. Leach’s filing?

The 2,683 shares were disposed of to cover tax liabilities arising from the equity award exercise. This tax-withholding disposition used ConocoPhillips common stock valued at $111.23 per share, rather than cash, to satisfy the required tax payment on the vested units.

How do dividend equivalents affect Timothy A. Leach’s ConocoPhillips (COP) stock units?

His stock unit total includes units acquired as dividend equivalents under the award agreement. Dividend equivalents mirror dividends paid on ConocoPhillips shares by adding additional units, which then settle in stock when the underlying award is ultimately converted into common shares.