O'BRIEN ANDREW M. 4

What Happened

• Andrew M. O'Brien, Executive Vice President & CFO of ConocoPhillips (COP), exercised/converted 4,009 derivative units into common shares on February 14, 2026. Of those shares, 1,578 were surrendered/withheld to cover tax withholding at $111.23 per share, totaling $175,521. The net result was 2,431 newly issued shares retained by O'Brien (4,009 issued minus 1,578 withheld).
• Transaction codes: M = exercise/conversion of a derivative (stock units/options); F = payment of exercise price or tax liability (shares withheld for taxes). This was not an open-market sale of shares for investment purposes but a tax-withholding action tied to the conversion/settlement.

Key Details

• Transaction date: 2026-02-14; Form filed: 2026-02-18 (file posted 4 days after the transaction).
• Shares issued on exercise/conversion: 4,009; Shares withheld for tax: 1,578 at $111.23 each = $175,521; Net shares issued to insider: 2,431.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: units include dividend equivalents and are economic equivalents of one share (settle in shares); stock units generally settle 1-for-1 and may have multi-year settlement/vesting contingencies (see footnotes re: dividend equivalents and 3‑year settlement provisions).
• This filing reflects a routine tax-withholding surrender on exercise/conversion rather than a discretionary open-market sale.

Context

• When insiders exercise options or convert stock units, companies commonly withhold or surrender a portion of the shares to cover taxes (a cashless-like action). That appears to be what occurred here: shares were withheld (code F) to satisfy tax obligations rather than sold on the open market.
• These transactions are informational for investors but do not, by themselves, indicate a personal view about the company’s stock — they often reflect standard vesting/settlement and tax procedures.