Controls and Procedures
−Removed: We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: As of December 31, 2024, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Executive Vice President and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).
−Removed: Based upon that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded our disclosure controls and procedures were operating effectively as of December 31, 2024.
−Removed: In the third quarter of 2023, we began a multi-year implementation of an updated global enterprise resource planning system (ERP).
−Removed: As a result, we have made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.
−Removed: As the phased implementation of the ERP system progresses, we expect to continue to modify or change certain processes and procedures which may result in further changes to our internal controls over financial reporting.
+Added: We maintain disclosure controls and procedures designed to ensure information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
+Added: As of December 31, 2025, with the participation of our management, our Chairman and Chief Executive Officer (principal executive officer) and our Chief Financial Officer and Executive Vice President, Strategy and Commercial (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of ConocoPhillips’ disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act).
+Added: Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer and Executive Vice President, Strategy and Commercial concluded our disclosure controls and procedures were operating effectively as of December 31, 2025.
+Added: In the first quarter of 2025, we completed the final phase of a multi-year implementation of an updated global enterprise resource planning system.
+Added: As a result, we made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting where necessary.
There have been no other changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
46 unchanged sentences
2.1 8-K 001-32395
−Removed: 2.2†‡ Purchase and Sale Agreement, dated March 29, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.
−Removed: 2.1 10-Q 001-32395
−Removed: 2.3†‡ Asset Purchase and Sale Agreement Amending Agreement, dated as of May 16, 2017, by and among ConocoPhillips Company, ConocoPhillips Canada Resources Corp., ConocoPhillips Canada Energy Partnership, ConocoPhillips Western Canada Partnership, ConocoPhillips Canada (BRC) Partnership, ConocoPhillips Canada E&P ULC, and Cenovus Energy Inc.
−Removed: 2.2 8-K 001-32395
−Removed: 2.4 Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon Merger Sub Corp.
−Removed: and Concho Resources Inc.
−Removed: 2.1 8-K 001-32395
2.2 Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp, and Marathon Oil Corporation.
2.1 8-K 001-32395
−Removed: 3.1 Amended and Restated Certificate of Incorporation.
+Added: 3.1 Amended and Restated Certificate of Incorporation of ConocoPhillips.
3.1 10-Q 001-32395
1 unchanged sentence
3.2 8-K 000-49987
−Removed: 3.3 Restated Certificate of Incorporation of ConocoPhillips Company, dated February 6, 2019.
−Removed: 3.4 10-K 001-32395
3.3 Second Amended and Restated Bylaws, dated May 16, 2023 .
−Removed: 3.1 10-Q 001-32395
+Added: 3.1 8-K 001-32395
+Added: 3.4 Corrected Restated Certificate of Incorporation of ConocoPhillips Company, dated as of April 28, 2022.
+Added: 3.3 S-4 001-32395
+Added: 3.5 Bylaws of ConocoPhillips Company .
+Added: 3.5 S-3 001-32395
ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10 percent of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis.
16 unchanged sentences
10.17.5 10-K 001-32395
−Removed: ConocoPhillips 2024 10-K
10.5.4 Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006.
10 unchanged sentences
10.19 10-K 004-49987
+Added: ConocoPhillips 2025 10-K
10.8 2002 Omnibus Securities Plan of Phillips Petroleum Company.
14 unchanged sentences
10.1 10-Q 001-32395
−Removed: 10.12.4 Form of Performance Period IX Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.
−Removed: 10.3 10-Q 001-32395
−Removed: 10.12.5 Form of Performance Period X Award Agreement, as part of the ConocoPhillips Performance Share Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.
−Removed: 10.5 10-Q 001-32395
10.13.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
4 unchanged sentences
10.26.24 10-K 001-32395
−Removed: ConocoPhillips 2024 10-K
10.13.4 Form of Key Employee Award Terms and Conditions, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 14, 2017.
13 unchanged sentences
10.14.6 Form of Performance Share Unit Award Terms and Conditions for Performance Period 25, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.
+Added: 10.14.6 10-K 001-32395
10.14.7 Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.
+Added: 10.14.7 10-K 001-32395
+Added: ConocoPhillips 2025 10-K
+Added: 10.14.8 Form of 2025 Cash Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
+Added: 10.1 10-Q 001-32395
+Added: 10.14.9 Form of 2025 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
+Added: 10.2 10-Q 001-32395
+Added: 10.14.10* Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.
+Added: 10.14.11* Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.
+Added: 10.14.12* F orm of Performance Share Unit Award Terms and Conditions for Performance Period 26, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.
+Added: 10.14.13* Form of Performance Share Unit Award Terms and Conditions for Performance Period 26, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.
+Added: 10.14.14* Form of Performance Share Unit Award Terms and Conditions for Performance Period 26, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 10, 2026.
10.15 Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020.
3 unchanged sentences
10.16.2* Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1 , 202 6 .
−Removed: 10.16.2 10-K 001-32395
10.17 Amended and Restated Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated January 1, 2024.
3 unchanged sentences
10.18.2* Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1 , 202 6 .
−Removed: 10.18.2 10-K 001-32395
10.19 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021.
3 unchanged sentences
10.20.2 Form of Non-Employee Director Restricted Stock Units Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips and subject to the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2025.
−Removed: ConocoPhillips 2024 10-K
−Removed: 10.21 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.
10.20.2 10-K 001-32395
−Removed: 10.22.1 ConocoPhillips Directors’ Charitable Gift Program.
−Removed: 10.40 10-K 000-49987
−Removed: 10.22.2 First and Second Amendments to the ConocoPhillips Directors’ Charitable Gift Program.
+Added: 10.21.1 Amendment and Restatement of Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips dated April 19, 2012.
10.8 10-Q 001-32395
−Removed: 10.23 Amended and Restated 409A Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips, dated January 1, 2020.
+Added: 10.21.2 First Amendment to Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips dated December 20, 2019.
10.27 10-K 001-32395
1 unchanged sentence
10.47 10-K 001-32395
−Removed: 10.25 Amendment and Restatement of the Burlington Resources Inc.
−Removed: Management Supplemental Benefits Plan, dated April 19, 2012.
−Removed: 10.9 10-Q 001-32395
10.23 Purchase and Sale Agreement, dated as of September 20, 2021, by and between Shell Enterprises LLC and ConocoPhillips.
10.1 10-Q 001-32395
+Added: ConocoPhillips 2025 10-K
10.24 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.
3 unchanged sentences
10.1 10-Q 001-32395
+Added: 10.25.1 Letter Agreement with Timothy A.
+Added: Leach completed November 4, 2025.
+Added: 10.1 10-Q 001-32395
10.26 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.
10.29 10-K 001-32395
+Added: 10.27 Amended and Restated Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.
+Added: 10.2 10-Q 001-32395
19* Insider Trading Policies of ConocoPhillips
19 unchanged sentences
**Furnished herewith.
−Removed: † The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: ConocoPhillips agrees to furnish a copy of any schedule omitted from this exhibit to the SEC upon request.
−Removed: ‡ ConocoPhillips has previously been granted confidential treatment for certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
ConocoPhillips 2025 10-K
9 unchanged sentences
(Principal executive officer)
−Removed: /s/ William L.
−Removed: Executive Vice President and
−Removed: Chief Financial Officer
+Added: /s/ Andrew M.
+Added: O’Brien Chief Financial Officer and
+Added: O’Brien Executive Vice President, Strategy and Commercial
(Principal financial officer)
−Removed: /s/ Christopher P.
−Removed: Delk Vice President, Controller
−Removed: Christopher P.
−Removed: Delk and General Tax Counsel
−Removed: (Principal accounting officer)
+Added: /s/ Kontessa S.
+Added: Haynes-Welsh Vice President, Finance and Controller
+Added: Haynes-Welsh (Principal accounting officer)
ConocoPhillips 2025 10-K
8 unchanged sentences
Leach Director
+Added: /s/ Kathleen A.
+Added: McGinty Director
/s/ William H.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.