Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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. 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). 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.
In the first quarter of 2025, we completed the final phase of a multi-year implementation of an updated global enterprise resource planning system. 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.
Management’s Annual Report on Internal Control Over Financial Reporting
This report is included in Item 8 on page 67 and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
This report is included in Item 8 on page 68 and is incorporated herein by reference.
Item 9B. Other Information
Insider Trading Arrangements
During the three-month period ended December 31, 2025, no officer or director of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers appears in Part I of this report on page 28 .
Code of Business Ethics and Conduct for Directors and Employees
We have a Code of Business Ethics and Conduct for Directors and Employees (Code of Ethics), including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. We have posted a copy of our Code of Ethics on the “Corporate Governance” section of our internet website at www.conocophillips.com (within the Investors>Corporate Governance section) . Any waivers of the Code of Ethics must be approved, in advance, by our full Board of Directors. Any amendments to, or waivers from, the Code of Ethics that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our internet website.
Insider Trading Policies and Procedures
We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and other personnel employed by us or any of our subsidiaries. All personnel are responsible for ensuring their “Related Parties” (as defined in the policies) comply as well. We have an additional insider trading policy that applies only to our directors, Section 16 officers and other designated officers and employees. We believe our insider trading policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, the listing standards of the NYSE and Section 16 reporting requirements, as applicable.
All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2026, and is incorporated herein by reference.*
Item 11. Executive Compensation
Information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2026, and is incorporated herein by reference.*
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2026, and is incorporated herein by reference.*
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2026, and is incorporated herein by reference.*
Item 14. Principal Accounting Fees and Services
Information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2026, and is incorporated herein by reference.*
_________________________
* Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our 2026 Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements and Supplementary Data
The financial statements and supplementary information listed in the Index to Financial Statements, which appears on page 66 , are filed as part of this annual report.
2. Financial Statement Schedules
All financial statement schedules are omitted because they are not required, not significant, not applicable or the information is shown in another schedule, the financial statements or the notes to consolidated financial statements.
3. Exhibits
The exhibits listed in the Index to Exhibits, which appears on pages 154 through 157 , are filed as part of this annual report.
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ConocoPhillips
Index to Exhibits
Incorporated by Reference
Exhibit
No. Description Exhibit Form File No.
2.1 Separation and Distribution Agreement Between ConocoPhillips and Phillips 66, dated April 26, 2012.
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
3.1 Amended and Restated Certificate of Incorporation of ConocoPhillips.
3.1 10-Q 001-32395
3.2 Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips.
3.2 8-K 000-49987
3.3 Second Amended and Restated Bylaws, dated May 16, 2023 .
3.1 8-K 001-32395
3.4 Corrected Restated Certificate of Incorporation of ConocoPhillips Company, dated as of April 28, 2022.
3.3 S-4 001-32395
3.5 Bylaws of ConocoPhillips Company .
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. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request.
4.1 Description of Securities of the Registrant.
4.1 10-K 001-32395
10.1 Indemnification and Release Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
10.1 8-K 001-32395
10.2 Intellectual Property Assignment and License Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
10.2 8-K 001-32395
10.3 Tax Sharing Agreement between ConocoPhillips and Phillips 66, dated April 26, 2012.
10.3 8-K 001-32395
10.4 Employee Matters Agreement between ConocoPhillips and Phillips 66, dated April 12, 2012.
10.4 8-K 001-32395
10.5.1 Phillips Petroleum Company Grantor Trust Agreement, dated June 1, 1998.
10.17.3 10-K 001-32395
10.5.2 First Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated May 3, 1999.
10.17.4 10-K 001-32395
10.5.3 Second Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated January 15, 2002.
10.17.5 10-K 001-32395
10.5.4 Third Amendment to the Trust Agreement under the Phillips Petroleum Company Grantor Trust Agreement, dated October 5, 2006.
10.17.6 10-K 001-32395
10.5.5 Fourth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 1, 2012.
10.17.7 10-K 001-32395
10.5.6 Fifth Amendment to the Trust Agreement under the ConocoPhillips Company Grantor Trust Agreement, dated May 20, 2015.
10.17.8 10-K 001-32395
10.6.1 Successor Trustee Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips dated July 31, 2020.
10.1 10-Q 001-32395
10.6.2 First Amendment to the Successor Trust Agreement of the Deferred Compensation Trust Agreement for Non-Employee Directors of ConocoPhillips, dated August 4, 2020.
10.2 10-Q 001-32395
10.7 Omnibus Securities Plan of Phillips Petroleum Company.
10.19 10-K 004-49987
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10.8 2002 Omnibus Securities Plan of Phillips Petroleum Company.
10.26 10-K 000-49987
10.9.1 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule 14A Proxy 000-49987
10.9.2 Form of Performance Share Unit Award Agreement under the Performance Share Program under the 2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.27 10-K 001-32395
10.10 Omnibus Amendments to certain ConocoPhillips employee benefit plans, adopted December 7, 2007.
10.30 10-K 001-32395
10.11 2009 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule 14A Proxy 001-32395
10.12.1 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
Schedule 14A Proxy 001-32395
10.12.2 Form of Performance Share Unit Agreement under the Restricted Stock Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.
10.26.6 10-K 001-32395
10.12.3 Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.
10.1 10-Q 001-32395
10.13.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.1 8-K 001-32395
10.13.2
Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 16, 2016.
10.26.12 10-K 001-32395
10.13.3 Form of Performance Share Unit Award Terms and Conditions for Performance Period 18, as part of the ConocoPhillips Performance Share Program granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2018.
10.26.24 10-K 001-32395
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.
10.1 10-Q 001-32395
10.13.5 Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips , dated February 11, 2020.
10.1 10-Q 001-32395
10.14.1 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips
10.1 8-K 001-32395
10.14.2 Form of Performance Share Unit Award Terms and Conditions for Performance Period 24, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.
10.1 10-Q 001-32395
10.14.3 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 13, 2024.
10.2 10-Q 001-32395
10.14.4 Form of 2024 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.3 10-Q 001-32395
10.14.5 Form of 2024 Inducement Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.4 10-Q 001-32395
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.
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.
10.14.7 10-K 001-32395
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10.14.8 Form of 2025 Cash Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.1 10-Q 001-32395
10.14.9 Form of 2025 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
10.2 10-Q 001-32395
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.
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.
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.
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.
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.
10.10.1 10-K 001-32395
10.16.1 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title I, dated January 1, 2020.
10.11.1 10-K 001-32395
10.16.2* Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1 , 202 6 .
10.17 Amended and Restated Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated January 1, 2024.
10.17 10-K 001-32395
10.18.1 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020.
10.19.1 10-K 001-32395
10.18.2* Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1 , 202 6 .
10.19 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective December 2, 2021.
10.20.1 10-K 001-32395
10.20.1 Form of Non-Employee Director Restricted Stock Units Terms and Conditions, as part of the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2016.
10.3 10-Q 001-32395
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.
10.20.2 10-K 001-32395
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
10.21.2 First Amendment to Annex to Nonqualified Deferred Compensation Arrangements of ConocoPhillips dated December 20, 2019.
10.27 10-K 001-32395
10.22 Amendment and Restatement of ConocoPhillips Executive Severance Plan, dated December 2, 2021.
10.47 10-K 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
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10.24 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated June 21, 2021.
10.2 10-Q 001-32395
10.25 Letter agreement with Timothy A. Leach, dated April 28, 2022.
10.1 10-Q 001-32395
10.25.1 Letter Agreement with Timothy A. Leach completed November 4, 2025.
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
10.27 Amended and Restated Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.
10.2 10-Q 001-32395
19* Insider Trading Policies of ConocoPhillips
21* List of Subsidiaries of ConocoPhillips.
22* Subsidiary Guarantors of Guaranteed Securities.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of DeGolyer and MacNaughton.
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32** Certifications pursuant to 18 U.S.C. Section 1350.
97 ConocoPhillips Clawback Policy effective October 2, 2023.
97.2 10-K 001-32395
99* Report of DeGolyer and MacNaughton.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Schema Document.
101.CAL* Inline XBRL Calculation Linkbase Document.
101.DEF* Inline XBRL Definition Linkbase Document.
101.LAB* Inline XBRL Labels Linkbase Document.
101.PRE* Inline XBRL Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
**Furnished herewith.
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Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONOCOPHILLIPS
February 17, 2026 /s/ Ryan M. Lance
Ryan M. Lance
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed, as of February 17, 2026, on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors.
Signature Title
/s/ Ryan M. Lance Chairman of the Board of Directors
Ryan M. Lance and Chief Executive Officer
(Principal executive officer)
/s/ Andrew M. O’Brien Chief Financial Officer and
Andrew M. O’Brien Executive Vice President, Strategy and Commercial
(Principal financial officer)
/s/ Kontessa S. Haynes-Welsh Vice President, Finance and Controller
Kontessa S. Haynes-Welsh (Principal accounting officer)
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/s/ Dennis V. Arriola Director
Dennis V. Arriola
/s/ Nelda J. Connors Director
Nelda J. Connors
/s/ Gay Huey Evans Director
Gay Huey Evans
/s/ Jeffrey A. Joerres Director
Jeffrey A. Joerres
/s/ Timothy A. Leach Director
Timothy A. Leach
/s/ Kathleen A. McGinty Director
Kathleen A. McGinty
/s/ William H. McRaven Director
William H. McRaven
/s/ Sharmila Mulligan Director
Sharmila Mulligan
/s/ Arjun N. Murti Director
Arjun N. Murti
/s/ Robert A. Niblock Director
Robert A. Niblock
/s/ David T. Seaton Director
David T. Seaton
/s/ R.A. Walker Director
R.A. Walker
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