CONOCOPHILLIPS

Regulatory Filings • Nov 25, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 25, 2024

ConocoPhillips

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32395	01-0562944
(State or other
jurisdiction of incorporation)	(Commission File
Number)	(I.R.S. Employer Identification No.)

925 N. Eldridge Parkway Houston , Texas 77079

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: ( 281 ) 293-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of Each Class | Trading
Symbol(s) | Name
of Each Exchange on Which Registered |
| --- | --- | --- |
| Common Stock, $0.01 Par Value | COP | New York Stock Exchange |
| 7% Debentures due 2029 | CUSIP
– 718507BK1 | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 8.01 Other Events.

On November 25, 2024, ConocoPhillips (“COP”) issued press releases announcing the following:

· the commencement of cash tender offers to purchase certain notes issued by COP, ConocoPhillips Company, and certain of their wholly-owned subsidiaries, including Marathon Oil Corporation (“Marathon”), as well as concurrent consent solicitations for proposed amendments to the indentures under which the Marathon Notes (as defined below) were issued; and

· the commencement of private offers (the “Exchange Offers”) to exchange the following notes issued by Marathon for up to $4 billion in aggregate principal amount of new notes issued by ConocoPhillips Company: (i) 4.400% notes due 2027, (ii) 5.300% notes due 2029, (iii) 6.800% notes due 2032, (iv) 5.700% notes due 2034, (v) 6.600% notes due 2037, and (vi) 5.200% notes due 2045 (collectively, the “Marathon Notes”), as well as concurrent consent solicitations for proposed amendments to the indentures under which the Marathon Notes were issued.

Copies of these press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by ConocoPhillips on November 25, 2024.
99.2	Press release issued by ConocoPhillips on November 25, 2024.
104	Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONOCOPHILLIPS — By:	/s/ Kelly B. Rose
Name:	Kelly B. Rose
Title:	Senior Vice President, Legal, General Counsel and Corporate Secretary

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