ConocoPhillips (NYSE: COP) CFO exercises 4,009 units, disposes shares for tax

Rhea-AI Filing Summary

ConocoPhillips Executive Vice President & CFO Andrew M. O'Brien reported an exercise of 4,009 stock units, which converted into the same number of shares of common stock on a 1-for-1 basis. These stock units were the economic equivalent of common shares and included units acquired as dividend equivalents.

To cover tax obligations related to this vesting, 1,578 common shares were disposed of at $111.2300 per share through a tax-withholding transaction, not an open-market sale. After these transactions, O'Brien directly held 15,759.803 common shares, and indirectly held an additional 10.9002 shares through a UK Share Incentive 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^*

O'BRIEN ANDREW M.

(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 & CFO

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		4,009(1)	A	(2)	17,337.803	D
Common Stock	02/14/2026		F		1,578	D	$111.23	15,759.803	D
Common Stock								10.9002(3)	I	By UK Share Incentive 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			4,009	(5)	02/14/2026	Common Stock	4,009	$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 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) CFO Andrew O'Brien report in this Form 4?

Andrew O'Brien reported exercising 4,009 stock units that converted into common shares, then disposing of 1,578 shares to satisfy tax withholding. Following these transactions, he directly held 15,759.803 ConocoPhillips common shares and indirectly held 10.9002 shares via a UK Share Incentive Plan.

How many ConocoPhillips stock units did the CFO exercise in this filing?

The CFO exercised 4,009 stock units, each economically equivalent to one share of ConocoPhillips common stock. These units, including amounts from dividend equivalents, settled entirely in shares according to the award agreement and represent stock-based compensation vesting rather than an open-market purchase transaction.

Did ConocoPhillips CFO Andrew O'Brien sell shares in the open market?

The filing shows a disposition of 1,578 common shares at $111.2300 per share, classified as a tax-withholding transaction. This represents payment of tax liability by delivering shares to the company, rather than a discretionary open-market sale initiated for portfolio or valuation reasons.

What are Andrew O'Brien’s ConocoPhillips share holdings after these transactions?

After the reported transactions, Andrew O'Brien directly held 15,759.803 ConocoPhillips common shares. He also had an indirect holding of 10.9002 common shares through a UK Share Incentive Plan arrangement, reflecting a smaller, plan-based ownership position in addition to his directly owned stock.

How were the ConocoPhillips stock units described in the Form 4 footnotes?

The stock units were described as the economic equivalent of one share of ConocoPhillips common stock on a 1-for-1 basis. Footnotes also note units acquired as dividend equivalents and explain that the grant settles in shares under specific employment and change-in-control conditions defined in the award terms.

What was the price used for the ConocoPhillips tax-withholding share disposition?

The tax-withholding disposition of 1,578 ConocoPhillips common shares used a price of $111.2300 per share. This price is applied in the transaction to cover tax obligations related to the stock unit vesting, rather than representing a negotiated open-market sale price chosen by the insider.