SEC FORM
4
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS
[ COP ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
| Senior Vice President |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/10/2026
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Units |
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02/10/2026 |
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A |
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5,058 |
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02/10/2029 |
Common Stock |
5,058 |
$0.00
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5,058 |
D |
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| Explanation of Responses: |
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Kelly B. Rose, Attorney in Fact (by Power of Attorney filed herewith) |
02/12/2026 |
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** 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. |
EX-24
CONOCOPHILLIPS
SUBSTITUTE POWER OF ATTORNEY
Pursuant to written powers of attorney (each, a “Power of Attorney”) by the Individuals listed below, the undersigned, Whitney A. Cox, has been constituted and appointed the true and lawful attorney-in-fact of the individuals, with full power of substitution, to execute and file documents with the U.S. Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and Rule 144 of the Securities Act of 1933, as amended, with respect to equity securities of ConocoPhillips and with such further powers as specified in each Power of Attorney.
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Individual |
Date of Power of Attorney |
Dennis V. Arriola |
February 14, 2024 |
Nelda J. Connors |
August 21, 2024 |
Gay Huey Evans |
February 14, 2024 |
Kontessa S. Haynes-Welsh |
January 28, 2025 |
Heather G. Hrap |
January 11, 2024 |
Jeffrey A. Joerres |
February 14, 2024 |
Kirk L. Johnson |
January 11, 2024 |
Ryan M. Lance |
January 11, 2024 |
Timothy A. Leach |
January 16, 2024 |
Andrew D. Lundquist |
January 11, 2024 |
Kathleen A. McGinty |
June 20, 2025 |
William H. McRaven |
February 14, 2024 |
Sharmila Mulligan |
February 14, 2024 |
Arjun N. Murti |
February 14, 2024 |
Robert A. Niblock |
February 14, 2024 |
Andrew M. O’Brien |
January 11, 2024 |
Nicholas G. Olds |
January 11, 2024 |
Kelly B. Rose |
January 11, 2024 |
David T. Seaton |
February 14, 2024 |
R.A. Walker |
February 14, 2024 |
In accordance with the authority granted under each Power of Attorney, including the power of substitution, the undersigned hereby appoints Kelly B. Rose as a substitute attorney-in-fact, on behalf of the Individuals listed above, with the full power of substitution, to exercise and execute all of the powers granted or conferred to the undersigned in each Power of Attorney.
For the avoidance of doubt, the foregoing appointment shall not serve as a revocation of the powers granted to the undersigned herself in each Power of Attorney.
This Substitute Power of Attorney shall remain in full force and effect unless and until revoked by the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney to be executed as of January 6, 2026.
/s/ Whitney A. Cox
Whitney A. Cox, Attorney-in-Fact
STATE OF TEXAS
COUNTY OF HARRIS
On this 6th day of January 2026, Whitney A. Cox personally appeared before me and acknowledged that she executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Heather Dawn Scott
My Commission Expires: May 24, 2028
