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ConocoPhillips (COP) SVP exercises 2,936 stock units, with 1,325 shares used for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ConocoPhillips Senior Vice President Andrew D. Lundquist reported routine equity-compensation transactions involving company stock. On June 1, 2026, he exercised 2,936 stock units, each economically equivalent to one share of common stock and settled in shares on a 1-for-1 basis.

As part of the same event, 1,325 common shares were disposed of at $116.46 per share to cover tax obligations, a non-market tax-withholding transaction rather than an open-market sale. Following these transactions, Lundquist directly held 20,405 common shares.

After the exercise, he also held 8,812.438 stock units, which represent ConocoPhillips common stock on a 1-for-1 basis. According to the award terms, this stock unit grant is scheduled to settle in four equal installments on June 1, 2026, 2027, 2028 and 2029, with potential earlier or partial settlement in specific employment termination or change-in-control situations.

Positive

  • None.

Negative

  • None.
Insider LUNDQUIST ANDREW D
Role Senior Vice President
Type Security Shares Price Value
Exercise Stock Units 2,936 $0.00 --
Exercise Common Stock 2,936 $0.00 --
Tax Withholding Common Stock 1,325 $116.46 $154K
Holdings After Transaction: Stock Units — 8,812.438 shares (Direct, null); Common Stock — 20,405 shares (Direct, null)
Footnotes (1)
  1. The amount includes units acquired as dividend equivalents pursuant to the award agreement. Each stock unit was the economic equivalent of one share of common stock and settled in shares. The stock units represent ConocoPhillips common stock on a 1-for-1 basis. The stock units grant settles in four equal installments on June 1, 2026, June 1, 2027, June 1, 2028 and June 1, 2029, subject to earlier or partial settlement upon termination of employment at least one year after the grant date due to retirement, layoff, death or disability, or a change in control.
Tax-withheld shares 1,325 shares Common stock delivered to cover obligations at $116.46 per share
Tax-withholding price $116.46 per share Value used for 1,325-share tax-withholding disposition
Stock units exercised 2,936 stock units Units exercised into common stock on June 1, 2026
Shares held after 20,405 shares Direct ConocoPhillips common stock ownership following transactions
Remaining stock units 8,812.438 units Stock units outstanding after the reported exercise
Stock unit expiration June 1, 2029 Expiration date for the reported stock unit award
stock units financial
"The stock units represent ConocoPhillips common stock on a 1-for-1 basis."
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
dividend equivalents financial
"The amount includes units acquired as dividend equivalents pursuant to the award agreement."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
change in control financial
"subject to earlier or partial settlement ... or a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
LUNDQUIST ANDREW D
(Last)(First)(Middle)
16930 PARK ROW DR.
(Street)
HOUSTON TEXAS 77084
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026M2,936(1)A(2)20,405D
Common Stock06/01/2026F1,325D$116.4619,080D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Units(3)06/01/2026M2,936 (4)06/01/2029Common Stock2,936$0.008,812.438D
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 in four equal installments on June 1, 2026, June 1, 2027, June 1, 2028 and June 1, 2029, subject to earlier or partial settlement upon termination of employment at least one year after the grant date due to retirement, layoff, death or disability, or a change in control.
Monica E. White, Attorney in Fact (by Power of Attorney filed herewith)06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did ConocoPhillips (COP) executive Andrew Lundquist report in this Form 4?

Andrew D. Lundquist reported exercising 2,936 stock units into ConocoPhillips common shares, with 1,325 shares disposed of to satisfy tax obligations. After these routine compensation-related transactions, he directly owned 20,405 common shares and 8,812.438 stock units.

Did Andrew Lundquist buy or sell ConocoPhillips (COP) shares on the open market?

The Form 4 does not show open-market buys or sells. It shows an option-like exercise of 2,936 stock units and a tax-withholding disposition of 1,325 shares at $116.46 per share, used to cover obligations tied to the equity award.

How many ConocoPhillips (COP) shares does Andrew Lundquist hold after the transactions?

Following the reported transactions, Andrew Lundquist directly held 20,405 shares of ConocoPhillips common stock. He also held 8,812.438 stock units, each representing the economic equivalent of one share of common stock on a one-for-one basis.

What are the terms of Andrew Lundquist’s ConocoPhillips stock units?

The stock units are the economic equivalent of ConocoPhillips common stock on a one-for-one basis and settle in shares. This grant is scheduled to settle in four equal installments on June 1 of 2026, 2027, 2028, and 2029, subject to specified employment conditions.

What does the tax-withholding disposition mean in Andrew Lundquist’s ConocoPhillips Form 4?

The tax-withholding disposition reflects 1,325 shares delivered at $116.46 per share to pay exercise price or tax liabilities related to the equity award. It is a non-market, administrative transaction, not a discretionary sale of shares on a stock exchange.

How many ConocoPhillips stock units did Andrew Lundquist exercise in this filing?

He exercised 2,936 stock units that were each economically equivalent to one share of ConocoPhillips common stock. These units converted into common shares, increasing his direct share ownership while reducing his remaining stock unit balance to 8,812.438 units.