Published
# ConocoPhillips — Recent Events (through August 2026) ## Filings that contain financial statements The following Form 8-Ks furnish quarterly/annual results releases (Exhibit 99.1 press release and Exhibit 99.2 supplemental financial information, including income statement, segment and cash flow detail) and are the primary source filings for interim and full-year figures: - Accession 0001163165-26-000030 (filed Aug 6, 2026) — results for the quarter ended June 30, 2026 (Q2 2026) - Accession 0001163165-26-000016 (filed Apr 30, 2026) — results for the quarter ended March 31, 2026 (Q1 2026) - Accession 0001163165-26-000005 (filed Feb 5, 2026) — results for the quarter and year ended Dec. 31, 2025 (Q4/FY2025) - Accession 0001163165-25-000056 (filed Nov 6, 2025) — results for the quarter ended Sept. 30, 2025 (Q3 2025) - Accession 0001163165-25-000040 (filed Aug 7, 2025) — results for the quarter ended June 30, 2025 (Q2 2025) - Accession 0001163165-25-000023 (filed May 8, 2025) — results for the quarter ended March 31, 2025 (Q1 2025) - Accession 0001163165-25-000006 (filed Feb 6, 2025) — results for the quarter and year ended Dec. 31, 2024 (Q4/FY2024) ## Earnings and guidance **Q2 2026 (Aug 6, 2026, accession 0001163165-26-000030).** ConocoPhillips reported second-quarter 2026 earnings of $3.9 billion, or $3.23 per share ($3.24 adjusted), versus $2.0 billion, or $1.56 per share, a year earlier, on higher realized prices. Cash from operating activities was $7.4 billion; cash from operations (CFO, non-GAAP) was $7.2 billion. The company doubled its quarterly share repurchases to $2.0 billion and paid $1.0 billion in ordinary dividends, for total shareholder distributions of $3.0 billion in the quarter, and said it remains on track to return 45% of CFO in 2026. It declared a third-quarter ordinary dividend of $0.84 per share, payable Sept. 1, 2026. Full-year guidance was reaffirmed unchanged. **Q1 2026 (Apr 30, 2026, accession 0001163165-26-000016).** Earnings were $2.2 billion, or $1.78 per share ($1.89 adjusted), down from $2.8 billion, or $2.23 per share, a year earlier, on lower Permian gas prices and volumes. The company declared a $0.84 per share second-quarter dividend and updated full-year production guidance to 2.295–2.325 million BOE/day (from a prior 2.33–2.36 million BOE/day) and capital spending guidance to $12.0–$12.5 billion, citing macro uncertainty and the exclusion of Qatar volumes from near-term guidance amid the Middle East conflict; operating-cost guidance was left unchanged. **Q4/FY2025 (Feb 5, 2026, accession 0001163165-26-000005).** Fourth-quarter earnings were $1.4 billion ($1.17/share; $1.02/share adjusted); full-year 2025 earnings were $8.0 billion ($6.35/share; $6.16/share adjusted), down from $9.2 billion ($7.81/share) in 2024. Full-year 2025 cash from operating activities was $19.8 billion; the company returned $9.0 billion (45% of CFO) to shareholders, split between $5.0 billion of buybacks and $4.0 billion of ordinary dividends. Management said Marathon Oil integration was complete, with run-rate synergy capture more than doubled to over $1 billion. The company issued initial 2026 guidance: roughly $12 billion of capital expenditures, $10.2 billion of adjusted operating costs, and 2.33–2.36 million BOE/day of production, and declared a $0.84 per share Q1 2026 dividend. **Q3 2025 (Nov 6, 2025, accession 0001163165-25-000056).** Earnings were $1.7 billion ($1.38/share; $1.61/share adjusted). The company raised its ordinary quarterly dividend 8% to $0.84 per share, raised full-year 2025 production guidance to 2.375 million BOE/day, and lowered full-year adjusted operating-cost guidance to $10.6 billion. It also issued preliminary 2026 guidance of roughly $12 billion capex, $10.2 billion adjusted operating costs and 0–2% underlying production growth, and disclosed updated Willow project capital of $8.5–$9.0 billion (from prior guidance) due to inflation and Alaska North Slope cost escalation, with first oil narrowed to early 2029. **Q2 2025 (Aug 7, 2025, accession 0001163165-25-000040) and Q1 2025 (May 8, 2025, accession 0001163165-25-000023)** carried routine quarterly results releases with no guidance changes flagged in the cover 8-K beyond the standard dividend declarations. **Q4/FY2024 (Feb 6, 2025, accession 0001163165-25-000006)** reported fourth-quarter and full-year 2024 results, the first full year including the Marathon Oil acquisition (which closed in the fourth quarter of 2024). ## Capital returns Ordinary quarterly dividends were raised twice in the period: to $0.84 per share (an 8% increase) beginning with the Q4 2025 dividend declared Nov. 6, 2025 (accession 0001163165-25-000056), and reaffirmed at $0.84 per share through the quarters covered above. Share repurchases doubled quarter-over-quarter in Q2 2026 to $2.0 billion (accession 0001163165-26-000030). The company has consistently targeted returning 45% of cash from operations to shareholders and reiterated that target across the Q3 2025, Q4/FY2025, Q1 2026 and Q2 2026 releases. ## Portfolio activity: dispositions and new agreements - **Lower 48 noncore asset sales.** ConocoPhillips signed agreements in the second quarter of 2026 to sell noncore Lower 48 assets for approximately $1.7 billion; the transactions closed in July 2026 (third quarter of 2026), which the company said achieved its $5 billion disposition target — set in the third quarter of 2025 — ahead of the year-end 2026 schedule (accession 0001163165-26-000030; confirmed as closed in the Form 10-Q for the quarter ended June 30, 2026, accession 0001163165-26-000032). - **Anadarko Basin disposition.** Closed Oct. 1, 2025 for $1.3 billion announced at closing, part of the broader 2025 disposition program that exceeded $3.0 billion for the year (accession 0001163165-25-000056); the 2025 Form 10-K (accession 0001163165-26-000009) subsequently reported net proceeds of $1.2 billion after customary closing adjustments. - **Kirkuk, Iraq joint venture.** In July 2026, ConocoPhillips entered into an agreement with a wholly owned subsidiary of BP p.l.c. to acquire a 42% direct equity holding in a non-operated joint venture supporting the redevelopment of oil fields in the Kirkuk area of northern Iraq, with an effective date of July 1, 2026; closing is expected by year-end 2026. The purchase price is $0.4 billion before closing adjustments, including deferred payments of $0.2 billion payable no later than three years from close; the expected cash outflow at close is $0.3 billion to $0.5 billion, including reimbursement of ConocoPhillips' proportionate share of bp's project costs incurred from the effective date through close. The Form 10-Q for the quarter ended June 30, 2026 (accession 0001163165-26-000032) reports the agreement as a subsequent event that was signed but not yet closed as of that filing. The second-quarter 2026 earnings release (accession 0001163165-26-000030) notes the announcement but gives no signing date, counterparty or price. - **Syria re-entry.** In June 2026, ConocoPhillips and a third-party operator jointly signed an agreement with the Syrian government and Syrian Petroleum Company to restore and increase production from onshore gas fields in Syria, leveraging existing infrastructure. The company does not expect a material financial impact from this agreement in 2026 (accession 0001163165-26-000030; 10-Q accession 0001163165-26-000032). - **Libya (Waha Concession).** In the fourth quarter of 2025, ConocoPhillips signed an agreement to extend the Waha Concession in Libya through 2050 under new fiscal terms, subject to normal regulatory approvals (accession 0001163165-26-000005). - **LNG offtake.** The company has progressively expanded its LNG offtake portfolio, reaching roughly 10 million tonnes per annum (MTPA) by year-end 2025 and approximately 12 MTPA by the second quarter of 2026, through agreements including Port Arthur LNG Phase 2 and Rio Grande LNG Train 5 (accessions 0001163165-25-000056 and 0001163165-26-000030). ## Debt financing **December 2024 Marathon Oil note exchange and tender offers.** Following its 2024 acquisition of Marathon Oil, ConocoPhillips Company completed private exchange offers for up to $4.0 billion in aggregate principal amount of Marathon Oil notes across six series (maturities 2027–2045), settling on Dec. 30, 2024; new notes issued by ConocoPhillips Company are unconditionally guaranteed by ConocoPhillips (accession 0001104659-24-132514). A related cash tender offer for certain outstanding ConocoPhillips and ConocoPhillips Company notes was separately announced, with early tender results disclosed Dec. 10, 2024 (accession 0001104659-24-127232). No new debt issuances or redemptions outside the ordinary course were disclosed in 8-Ks after this period. ## Management and board changes - **CEO succession (announced Aug 6, 2026; filed Aug 11, 2026, accession 0001104659-26-094062).** The board elected Andrew (Andy) M. O'Brien — currently EVP, Strategy, Commercial and CFO — as President and CEO, effective Sept. 1, 2026. Chairman, President and CEO Ryan M. Lance will retire from the CEO role and become Executive Chair of the Board on the same date. Kontessa S. Haynes-Welsh, currently VP, Finance and Controller, becomes SVP and CFO, and Greig Patterson becomes VP, Finance and Controller, both effective Sept. 1, 2026. - **General Counsel retirement (June 23, 2026, accession 0001104659-26-076836).** Kelly B. Rose announced her retirement as SVP, Legal, General Counsel and Corporate Secretary, effective Sept. 1, 2026; a successor had not been named as of the filing. - **CFO transition (May 2, 2025, disclosed May 8, 2025, accession 0001163165-25-000023).** W.L. "Bill" Bullock retired as EVP and CFO; Andy O'Brien (then SVP, Strategy, Commercial, Sustainability and Technology) succeeded him as CFO effective June 1, 2025 — the same executive who was later elevated to President and CEO in the August 2026 announcement above. - **Controller/Treasurer changes (Jan. 27, 2025, disclosed Jan. 28, 2025, accession 0001104659-25-006571).** Christopher P. Delk announced his retirement as VP, Controller and General Tax Counsel, effective March 1, 2025. Kontessa S. Haynes-Welsh (then VP and Treasurer) became VP and Controller, and Philip M. Gresh became VP, Investor Relations and Treasurer, both effective March 1, 2025. - **Board addition (July 1, 2025, accession 0001104659-25-064439).** The board increased its size from 12 to 13 members and elected Kathleen (Katie) McGinty as a director, assigned to the Audit and Finance Committee and the Public Policy and Sustainability Committee. ## Annual meetings - **2026 annual meeting (May 12, 2026, accession 0001104659-26-061130).** All 13 director nominees were elected; the auditor ratification (Ernst & Young LLP) and the advisory say-on-pay vote both passed. A stockholder proposal to require separate Board Chair and CEO roles was not approved. - **2025 annual meeting (May 13, 2025, accession 0001104659-25-049593).** All 12 director nominees were elected; auditor ratification and say-on-pay both passed. A management proposal to eliminate supermajority voting provisions in the certificate of incorporation failed to reach the required 80% approval threshold, and a stockholder proposal to remove greenhouse-gas emissions reduction targets was not approved. ## Items not reflected in current SEC filings No 8-K in this period discloses an impairment, a covenant or going-concern issue, or a definitive agreement to acquire or dispose of a business (as opposed to individual noncore assets) beyond the Marathon Oil integration completed in 2024 and the smaller portfolio transactions described above.