# ConocoPhillips: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-05 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > ConocoPhillips's 2026 10-K Risk Factors filing shows 2 sections from 2025 that have no close textual match in 2026, both relating to Marathon Oil acquisition integration and post-acquisition stock dilution. Of the sections appearing in both years, 13 are substantially similar while 5 show meaningful text differences, and no new risk factor sections appear in 2026 without a textual counterpart in 2025. --- ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 2 | | Risks modified | 5 | | Unchanged | 13 | --- ## No Match in Current: Integrating Marathon Oil's business may be more difficult, costly or time-consuming than expected, and we may fail to achieve the expected benefits and synergies of the Marathon Oil acquisition, which may adversely affect our business results and negatively affect the value of our common stock. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The success of our acquisition of Marathon Oil will depend on, among other things, our ability to integrate Marathon Oil with our business in a manner that facilitates development opportunities and realizes expected synergies. We may encounter difficulties in integrating our and Marathon Oil's businesses and realizing the expected benefits and synergies of the acquisition of Marathon Oil. If we are not able to successfully achieve our objectives, the anticipated benefits of the acquisition of Marathon Oil may not be realized fully, or at all, or may take longer to realize than expected. Prior to the completion of our acquisition of Marathon Oil, each of ConocoPhillips and Marathon Oil operated as an independent public company. There can be no assurances that Marathon Oil's business can be integrated successfully into ours. It is possible that the integration process could result in the loss of commercial and vendor partners; the disruption of our, Marathon Oil's or both companies' ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated. We will be required to devote management attention and resources to integrating Marathon Oil's business practices and operations. An inability to realize the full extent of the anticipated benefits of the acquisition of Marathon Oil, as well as any delays encountered in the integration process, could have an adverse effect upon our revenues, level of expenses and operating results, which may adversely affect the value of our common stock. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are numerous processes, policies, procedures, operations and technologies and systems that must be integrated in connection with our acquisition of Marathon Oil and the integration of Marathon Oil's business. Any efficiencies related to the integration of Marathon Oil's business may not offset incremental transaction and acquisition-related costs in the near term or at all. If we are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the acquisition. --- ## No Match in Current: The market value of our common stock could decline if large amounts of our common stock are sold now that the Marathon Oil acquisition has been consummated. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We issued shares of ConocoPhillips common stock to former Marathon Oil stockholders. Former Marathon Oil stockholders may decide not to hold the shares of ConocoPhillips common stock that they received in the acquisition of Marathon Oil, and ConocoPhillips stockholders may decide to reduce their investment in ConocoPhillips due to the changes to ConocoPhillips' investment profile as a result of the acquisition of Marathon Oil. Other Marathon Oil stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of ConocoPhillips common stock that they received in the acquisition of Marathon Oil. Such sales of ConocoPhillips common stock could have the effect of depressing the market price for ConocoPhillips common stock. --- ## Modified: Political and economic factors in international markets could have a material adverse effect on us. **Key changes:** - Reworded sentence: "Approximately 29 percent of our hydrocarbon production was derived from production outside the U.S." - Reworded sentence: "Any of these actions could adversely affect our business or operating results, including our ability to implement and advance the Climate-related Risk Strategy." **Prior (2025):** Approximately 32 percent of our hydrocarbon production was derived from production outside the U.S. in 2024, and 32 percent of our proved reserves, as of December 31, 2024, were located outside the U.S. We are subject to risks associated with our operations in foreign jurisdictions and international markets, including changes in foreign governmental policies relating to crude oil, bitumen, LNG, natural gas or NGLs pricing and taxation; other regulatory or economic developments (including the macro effects of international trade policies and disputes); disruptive geopolitical conditions such as the escalation of geopolitical tension in the Middle East in late 2023 and through 2024; and international monetary and currency rate fluctuations. Restrictions on production of oil and gas could increase to the extent governments view such measures as a viable approach for pursuing national and global energy security and climate policies. In addition, some countries where we operate lack a fully independent judiciary system. This, coupled with changes in foreign law or policy, results in a lack of legal certainty that exposes our operations to increased risks, including increased difficulty in enforcing our agreements in those jurisdictions and increased risks of adverse actions by local government authorities, such as expropriations. Actions by host governments, such as the expropriation of our oil assets by the Venezuelan government, have affected operations significantly in the past and may continue to do so in the future. In addition, the U.S. government has the authority to prevent or restrict us from doing business in foreign jurisdictions or with certain parties. These restrictions and similar restrictions imposed by foreign governments have in the past limited our ability to operate in, or gain access to, opportunities in various jurisdictions. Diplomatic relations or policies between the U.S. government and one or more foreign jurisdictions may increase our expenses or impair our ability to collect awards in legal actions against such foreign jurisdictions. Changes in domestic and international policies and regulations may also restrict our ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Similarly, the declaration of a "climate emergency" could result in actions to limit exports of our products and other restrictions. Any of these actions could adversely affect our business or operating results, including our ability to implement and advance the Climate Risk Strategy. ConocoPhillips 2024 10-K24 ConocoPhillips 2024 10-K24 ConocoPhillips 2024 10-K24 ConocoPhillips 2024 10-K 24 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents **Current (2026):** Approximately 29 percent of our hydrocarbon production was derived from production outside the U.S. in 2025, and 31 percent of our proved reserves, as of December 31, 2025, were located outside the U.S. We are subject to risks associated with our operations in foreign jurisdictions and international markets, including changes in foreign governmental policies relating to crude oil, bitumen, LNG, natural gas or NGLs pricing and taxation; other regulatory or economic developments (including the macro effects of U.S. and international trade policies and disputes); disruptive geopolitical conditions such as recent conflict escalation in the Middle East and Eastern Europe; and international monetary and currency rate fluctuations. Restrictions on production of oil and gas could increase to the extent governments view such measures as a viable approach for pursuing national and global energy security and climate policies. In addition, some countries where we operate lack a fully independent judiciary system. This, coupled with changes in foreign law or policy, results in a lack of legal certainty that exposes our operations to increased risks, including increased difficulty in enforcing our agreements in those jurisdictions and increased risks of adverse actions by local government authorities, such as expropriations. Actions by host governments, such as the expropriation of our oil assets by the Venezuelan government, have affected operations significantly in the past and may continue to do so in the future. In addition, the U.S. government has the authority to prevent or restrict us from doing business in foreign jurisdictions or with certain parties. These restrictions and similar restrictions imposed by foreign governments have in the past limited our ability to operate in, or gain access to, opportunities in various jurisdictions. Diplomatic relations or policies between the U.S. government and one or more foreign jurisdictions may increase our expenses or impair our ability to collect awards in legal actions against such foreign jurisdictions. Changes in domestic and international policies and regulations may also restrict our ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Similarly, the declaration of a "climate emergency" could result in actions to limit exports of our products and other restrictions. Any of these actions could adversely affect our business or operating results, including our ability to implement and advance the Climate-related Risk Strategy. 23ConocoPhillips 2025 10-K 23ConocoPhillips 2025 10-K 23ConocoPhillips 2025 10-K 23 ConocoPhillips 2025 10-K Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents --- ## Modified: Our ability to successfully execute on our plans to reduce operational GHG emissions intensity is subject to a number of risks and uncertainties and such reductions may be costly and challenging to achieve. **Key changes:** - Reworded sentence: "Our framework for managing climate-related business risk is set out in our Climate-related Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts." - Reworded sentence: "Our ability to achieve the stated targets, goals and ambitions within the Climate-related Risk Strategy's framework is subject to a number of risks and uncertainties beyond our control, including government policies and markets, acceptance of carbon capture technologies, development of markets and potential permitting and regulatory changes, all of which may impair our ability to execute on current or future plans." - Reworded sentence: "Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our operational emission reduction targets." - Reworded sentence: "We continue to evaluate low carbon opportunities for potential future investment in support of our operational emission reduction targets." **Prior (2025):** Our framework for managing climate-related business risk is set out in our Climate Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts. Among other things, we have set near- and medium-term GHG intensity reduction targets, as well as targets around flaring and methane. Our ability to achieve the stated targets, goals and ambitions within the Climate Risk Strategy's framework is subject to a number of risks and uncertainties beyond our control, including government policies and markets, acceptance of carbon capture technologies, development of markets and potential permitting and regulatory changes, all of which may impair our ability to execute on current or future plans. In addition, the pace of development of effective emissions measurement and abatement technologies, and the actual pace of development may be inadequate, or the technologies actually developed may be insufficient to allow us to achieve our stated targets, goals and ambitions. Furthermore, executing our Climate Risk Strategy could be costly, is likely to encounter unforeseen obstacles, will proceed at varying paces and may be accomplished in a manner that we cannot predict at this time. We expect to be required to purchase emission credits and/or offsets in the future. There may be an insufficient supply of offsets, and we could incur increasingly greater expenses related to our purchase of such offsets. Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our emission reduction goals. As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals or otherwise revise aspects of our Climate Risk Strategy. We may be adversely affected and potentially need to reduce economic end-of-field life of certain assets and impair associated net book value due to the emissions intensity of some of our assets. Even if we meet our goals, our efforts may be characterized as insufficient. In early 2021, we established a multidisciplinary Low Carbon Technologies organization with the remit of supporting our emissions reduction objectives, understanding the alternative energy landscape and prioritizing opportunities for future competitive investment. Such potential investments may expose us to numerous financial, legal, operational, reputational and other risks. While we perform a thorough analysis on these investments, the related technologies and markets are at early stages of development and we do not yet know what rate of return we will achieve, if any, and we may suspend our evaluation or investment if we determine that applicable markets have not developed at the pace required to support further investment. For example, as a result of the hydrogen and ammonia markets not developing at a pace required to support further investment, in 2024 we decided to suspend our evaluation of a low-carbon ammonia production facility on the U.S. Gulf Coast. Furthermore, we may not be able to scale potential investments. The success of our low-carbon strategy will depend in part upon the cooperation of government agencies, the support of stakeholders, the development of relevant markets for low carbon fuels, our ability to research and forecast potential investments, willingness of industry partners to collaborate and our ability to apply our existing strengths and expertise to new technologies, projects and markets. **Current (2026):** Our framework for managing climate-related business risk is set out in our Climate-related Risk Strategy, which describes our strategic flexibility, approach to reducing Scope 1 and 2 emissions intensity, technology choices and engagement efforts. Among other things, we have set near- and medium-term GHG intensity reduction targets, as well as targets around flaring and methane. Our ability to achieve the stated targets, goals and ambitions within the Climate-related Risk Strategy's framework is subject to a number of risks and uncertainties beyond our control, including government policies and markets, acceptance of carbon capture technologies, development of markets and potential permitting and regulatory changes, all of which may impair our ability to execute on current or future plans. In addition, the pace of development of effective emissions measurement and abatement technologies, and the actual pace of deployment may be inadequate, or the technologies actually developed may be insufficient to allow us to achieve our stated targets, goals and ambitions. Furthermore, executing our Climate-related Risk Strategy could be costly, is likely to encounter unforeseen obstacles, will proceed at varying paces and may be accomplished in a manner that we cannot predict at this time. We expect to be required to purchase emission credits and/or offsets in the future. There may be an insufficient supply of offsets, and we could incur increasingly greater expenses related to our purchase of such offsets. Even if we are able to acquire an adequate amount of such offsets at satisfactory prices, investors, regulators or other third parties may not perceive this practice as an acceptable means of achieving our operational emission reduction targets. As advanced technologies are developed to accurately measure emissions, we may be required to revise our emissions estimates and reduction goals or otherwise revise aspects of our Climate-related Risk Strategy. We may be adversely affected and potentially need to reduce economic end-of-field life of certain assets and impair associated net book value due to the emissions intensity of some of our assets. Even if we meet our goals, our efforts may be characterized as insufficient. We continue to evaluate low carbon opportunities for potential future investment in support of our operational emission reduction targets. Such potential investments may expose us to numerous financial, legal, operational, reputational and other risks and may not ultimately contribute materially to operational emissions reductions. The success of any such investment will depend in part upon the cooperation of government agencies, the support of stakeholders, the development of relevant markets for low carbon fuels, our ability to research and forecast potential investments, willingness of industry partners to collaborate and our ability to apply our existing strengths and expertise to new technologies, projects and markets. --- ## Modified: The exploration and production of oil and gas is a highly competitive industry. **Key changes:** - Reworded sentence: "ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K 18 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents" **Prior (2025):** The exploration and production of crude oil, bitumen, natural gas and NGLs is a highly competitive business. We compete with private, public and state-owned companies in all facets of the exploration and production business, including locating, acquiring and developing new sources of supply and producing crude oil, bitumen, natural gas and NGLs in an efficient, cost-effective manner. In addition, we anticipate the oil and gas industry will face additional competition from alternative fuels. We must also compete for the materials, equipment, services, employees and other personnel (including geologists, geophysicists, engineers and other specialists) necessary to conduct our business. If we are not successful in any facet of this competition, our financial condition and results of operations may be adversely affected. 19ConocoPhillips 2024 10-K 19ConocoPhillips 2024 10-K 19ConocoPhillips 2024 10-K 19 ConocoPhillips 2024 10-K Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents **Current (2026):** The exploration and production of crude oil, bitumen, natural gas and NGLs is a highly competitive business. We compete with private, public and state-owned companies in all facets of the exploration and production business, including locating, acquiring and developing new sources of supply and producing crude oil, bitumen, natural gas and NGLs in an efficient, cost-effective manner. In addition, we anticipate the oil and gas industry will face additional competition from alternative fuels. We must also compete for the materials, equipment, services, employees and other personnel (including geologists, geophysicists, engineers and other specialists) necessary to conduct our business. If we are not successful in any facet of this competition, our financial condition and results of operations may be adversely affected. ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K18 ConocoPhillips 2025 10-K 18 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents --- ## Modified: Existing and future laws, regulations and internal initiatives relating to global climate change, such as limitations on GHG emissions or provisions aimed at reducing such emissions, may impact or limit our business plans, result in significant expenditures, promote alternative uses of energy or reduce demand for our products. **Key changes:** - Reworded sentence: "Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance our Climate-related Risk Strategy." - Added sentence: "Additionally, legislation has been introduced in certain U.S." - Added sentence: "states that would provide Attorneys General, insurers and individuals a right to recover against certain energy companies for alleged climate change impacts." - Added sentence: "Should such legislation become law, we may be exposed to additional, significant liabilities." - Reworded sentence: "However, in 2025 the EPA moved to dismantle some climate-related regulations (e.g." **Prior (2025):** Continuing political and societal attention to the issue of global climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit GHG emissions, such as cap and trade regimes, specific emission standards, carbon taxes, restrictive permitting, increased fuel efficiency standards and incentives or mandates for renewable and alternative energy. Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance our Climate Risk Strategy. ConocoPhillips 2024 10-K22 ConocoPhillips 2024 10-K22 ConocoPhillips 2024 10-K22 ConocoPhillips 2024 10-K 22 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents For example, in 2024, New York and Vermont passed legislation seeking to hold certain energy companies financially responsible for state climate change mitigation and adaptation measures, following the "polluter pays" model of existing Superfund laws. This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme weather events that would otherwise be covered by the government. While only two U.S. states have enacted such laws to date, other states have introduced similar measures, and it is likely that more states will consider a similar approach. Compliance with such legislation may expose us to significant additional liabilities. Furthermore, in December 2023, the EPA published a final rule that revises the regulations governing, among other things, the emission of methane and volatile organic compounds from new oil and gas production facilities and emission guidelines for states to use when revising Clean Air Act implementation plans to limit methane emissions from existing oil and gas facilities. Also pursuant to the Inflation Reduction Act of 2022, the EPA published certain rules in 2024 to facilitate the determination and payment of a charge on methane emissions from selected facilities in the oil and natural gas industry, including many of the facilities operated by ConocoPhillips. These final rules could result in additional capital expenditures and compliance, operating and maintenance costs, any of which may have an adverse effect on our business and results of operations. Additionally, in 2023, at the international community at the 28th Conference of the Parties (COP28), nearly 200 countries, including most of the countries in which we operate, renewed their commitment to deliver on the aims of the 2015 Paris Agreement. COP28 included a decision on the world's first 'global stocktake' to ratchet up climate action before the end of the decade - including a goal to triple renewable energy capacity by 2030 - and for the first time its final agreement explicitly recommended "transitioning away from fossil fuels in the energy system." The implementation of current agreements and regulatory or judicial measures, as well as any future agreements or measures addressing climate change and GHG emissions, may adversely increase our capital and operating expenses, impact the demand for our products, impose taxes on our products or operations, or require us to purchase emission credits or reduce emissions of GHGs from our operations. As a result, we may incur substantial capital expenditures and compliance, operating, maintenance and remediation costs, any of which may have an adverse effect on our business and results of operations. For more information on legislation or precursors for possible regulation relating to global climate change that affect or could affect our operations and a description of the company's response, see the "Contingencies - Climate Change" and " - Company Response to Climate-Related Risks" sections of Management's Discussion and Analysis of Financial Condition and Results of Operations. **Current (2026):** Continuing political and societal attention to the issue of global climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit GHG emissions, such as cap and trade regimes, specific emission standards, carbon taxes, restrictive permitting, increased fuel efficiency standards and incentives or mandates for renewable and alternative energy. Although we may support the intent of legislative and regulatory measures aimed at addressing climate-related risks, the specifics of how and when they are enacted could result in a material adverse effect to our business, financial condition, results of operations and cash flows in future periods as well as our ability to implement and advance our Climate-related Risk Strategy. For example, in 2024, New York and Vermont passed legislation seeking to hold certain energy companies financially responsible for state climate change mitigation and adaptation measures, following the "polluter pays" model of existing Superfund laws. This responsibility may include paying into a fund for infrastructure repairs and recovery from extreme 21ConocoPhillips 2025 10-K 21ConocoPhillips 2025 10-K 21ConocoPhillips 2025 10-K 21 ConocoPhillips 2025 10-K Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents weather events that would otherwise be covered by the government. While only two U.S. states have enacted such laws to date, other states have introduced similar measures, and it is likely that more states will consider a similar approach. Compliance with such legislation may expose us to significant additional liabilities. Additionally, legislation has been introduced in certain U.S. states that would provide Attorneys General, insurers and individuals a right to recover against certain energy companies for alleged climate change impacts. Should such legislation become law, we may be exposed to additional, significant liabilities. Furthermore, in December 2023, the EPA published a final rule that revises the regulations governing, among other things, the emission of methane and volatile organic compounds from new oil and gas production facilities and emission guidelines for states to use when revising Clean Air Act implementation plans to limit methane emissions from existing oil and gas facilities. However, in 2025 the EPA moved to dismantle some climate-related regulations (e.g. delaying compliance deadlines for methane standards and proposing to eliminate most obligations under the Greenhouse Gas Reporting Program). These policy swings create additional uncertainty for companies who need to plan for operations that will endure through administrations. These regulatory changes may also complicate our ability to access non-operated or joint venture emissions data to complete our inventory of emissions. Additionally, international climate initiatives, such as the United Nations Conference of the Parties summits, continue to shape the global response to climate change. These summits can lead to commitments from numerous countries to meet the objectives of agreements like the Paris Agreement, through adopting country level regulation to reduce greenhouse gas emissions. The implementation of current agreements and regulatory or judicial measures, as well as any future agreements or measures addressing climate change and GHG emissions, may adversely increase our capital and operating expenses, impact the demand for our products, impose taxes on our products or operations, or require us to purchase emission credits or reduce emissions of GHGs from our operations. As a result, we may incur substantial capital expenditures and compliance, operating, maintenance and remediation costs, any of which may have an adverse effect on our business and results of operations. For more information on legislation or precursors for possible regulation relating to global climate change that affect or could affect our operations and a description of the company's response, see the "Contingencies - Climate Change" and " - Company Response to Climate-Related Risks" sections of Management's Discussion and Analysis of Financial Condition and Results of Operations. --- ## Modified: Our ability to execute our capital return program is subject to certain considerations. **Key changes:** - Reworded sentence: "We paid a quarterly ordinary dividend to our shareholders in each quarter of 2025." - Reworded sentence: "Additionally, as of December 31, 2025, up to $25.7 billion of share repurchase authority remained." - Reworded sentence: "ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K 24 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents" **Prior (2025):** Ordinary dividends are authorized and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including: •Cash available for distribution; •Our results of operations and anticipated future results of operations; •Our financial condition, especially in relation to anticipated future capital needs; •The level of distributions paid by comparable companies; •Our operating expenses; and •Other factors our Board of Directors deems relevant. We paid a quarterly VROC to our shareholders in the first three quarters of 2024. In the fourth quarter of 2024, we declared an ordinary dividend that incorporated the prior VROC equivalent per share payment and did not make a separate VROC payment. VROC distributions remain an option in elevated price environments, to be authorized and determined by our Board of Directors in its sole discretion and depending on factors it deems relevant. Our Board may determine not to pay a dividend in a quarter or may cease declaring a dividend at any time. Additionally, as of December 31, 2024, $30.7 billion of repurchase authority remained. In October 2024, our Board of Directors approved an increase from our prior authorization of $45 billion by a total of the lesser of $20 billion or the number of shares issued in our acquisition of Marathon Oil, such that the company is not to exceed $65 billion in aggregate purchases. Our share repurchase program does not obligate us to acquire a specific number of shares during any period, and our decision to commence, discontinue or resume repurchases in any period will depend on the same factors that our Board of Directors may consider when declaring dividends, among other factors. In the past, we have suspended our share repurchase program in response to market downturns, including as a result of the oil market downturn that began in early 2020, and we may do so again in the future. Any downward revision in the amount of our ordinary dividend or the volume of shares we purchase under our share repurchase program could have an adverse effect on the market price of our common stock. ConocoPhillips 2024 10-K26 ConocoPhillips 2024 10-K26 ConocoPhillips 2024 10-K26 ConocoPhillips 2024 10-K 26 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents **Current (2026):** Ordinary dividends are authorized and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including: •Cash available for distribution; •Our results of operations and anticipated future results of operations; •Our financial condition, especially in relation to anticipated future capital needs; •The level of distributions paid by comparable companies; •Our operating expenses; and •Other factors our Board of Directors deems relevant. We paid a quarterly ordinary dividend to our shareholders in each quarter of 2025. Our Board may determine not to pay a dividend in a quarter or may cease declaring a dividend at any time. Additionally, as of December 31, 2025, up to $25.7 billion of share repurchase authority remained. Our share repurchase program does not obligate us to acquire a specific number of shares during any period, and our decision to commence, discontinue or resume repurchases in any period will depend on the same factors that our Board of Directors may consider when declaring dividends, among other factors. In the past, we have suspended our share repurchase program in response to market downturns, including as a result of the oil market downturn that began in early 2020, and we may do so again in the future. Any downward revision in the amount of our ordinary dividend or the volume of shares we purchase under our share repurchase program could have an adverse effect on the market price of our common stock. ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K24 ConocoPhillips 2025 10-K 24 Risk FactorsTable of Contents Risk FactorsTable of Contents Table of Contents --- *Data sourced from SEC EDGAR. Last updated 2026-05-05.*