Form 424B3 - Prospectus [Rule 424(b)(3)]

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-280448

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

Marathon Oil Corporation (which we refer to as “Marathon Oil”) has entered into a merger agreement (which, as it may be amended from time to time, we refer to as the “merger agreement”) with Puma Merger Sub Corp. (which we refer to as “Merger Sub”) and ConocoPhillips, pursuant to which Merger Sub will merge with and into Marathon Oil, with Marathon Oil surviving as a wholly owned subsidiary of ConocoPhillips (which we refer to as the “merger”).

Marathon Oil stockholders as of the close of business on July 26, 2024, the record date, are invited to attend a special meeting of Marathon Oil stockholders on August 29, 2024, at 8:00 a.m., Central Time, in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024, to consider and vote upon (i) a proposal to adopt the merger agreement, (ii) a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger and (iii) a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the proposal to adopt the merger agreement.

If the merger is completed, Marathon Oil stockholders will be entitled to receive, without interest, 0.255 shares of ConocoPhillips common stock for each issued and outstanding share of Marathon Oil stock they had held immediately prior to the effective time of the merger (which we refer to as the “merger consideration”) as further described in the proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of ConocoPhillips common stock. Based on the closing price of ConocoPhillips common stock on May 28, 2024, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of Marathon Oil common stock upon completion of the merger was approximately $30.33. Based on the closing price of ConocoPhillips common stock on July 26, 2024, the last practicable date before the date of the proxy statement/prospectus accompanying this notice, the value of the merger consideration payable to holders of Marathon common stock upon completion of the merger was approximately $28.27. Marathon Oil stockholders should obtain current stock price quotations for ConocoPhillips common stock and Marathon Oil common stock. ConocoPhillips common stock is traded on the New York Stock Exchange under the symbol “COP,” and Marathon Oil common stock is traded on the New York Stock Exchange under the symbol “MRO.”

The Marathon Oil board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, Marathon Oil stockholders; has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; and unanimously recommends that Marathon Oil stockholders vote “FOR” the adoption of the merger agreement and “FOR” the other proposals described in the accompanying proxy statement/prospectus.

Marathon Oil will hold an in person special meeting of its stockholders to consider certain matters relating to the merger. The merger cannot be completed unless, among other things, Marathon Oil stockholders adopt the merger agreement.

Your vote is very important. To ensure your representation at the special meeting, complete and return the enclosed proxy card or submit your proxy by phone or the Internet. Please vote promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote at the special meeting.

The proxy statement/prospectus for the special meeting, which both summarizes the merger agreement and attaches a copy thereto, is attached to this notice, and incorporated by reference into this notice.

The proxy statement/prospectus accompanying this notice is also being delivered to Marathon Oil’s stockholders as ConocoPhillips’ prospectus for its offering of shares of ConocoPhillips common stock in connection with the merger.

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The obligations of ConocoPhillips and Marathon Oil to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying proxy statement/prospectus. The proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about ConocoPhillips and Marathon Oil and certain related matters. You are encouraged to read the proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 26 of the proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the issuance of shares of ConocoPhillips common stock in connection with the merger and how they will affect you.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders, please call toll-free: (877) 687-1865
Banks and Brokerage Firms, please call: (212) 750-5833

Sincerely,

Lee M. Tillman
Chairman, President and Chief Executive Officer

Marcela E. Donadio
Independent Lead Director

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated July 29, 2024 and is first being mailed to stockholders of Marathon Oil on or about July 29, 2024.

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NOTICE OF THE SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON AUGUST 29, 2024

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Marathon Oil Corporation (which we refer to as “Marathon Oil”) will be held on August 29, 2024, at 8:00 a.m., Central Time, in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024, to consider and vote on a proposal:

•

to adopt the Agreement and Plan of Merger, dated as of May 28, 2024 (which, as it may be amended from time to time, we refer to as the “merger agreement”), among ConocoPhillips, Puma Merger Sub Corp. (which we refer to as “Merger Sub”) and Marathon Oil (which we refer to as the “merger proposal”);

•

to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement (which we refer to as the “non-binding compensation advisory proposal”); and

•

to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the merger proposal (which we refer to as the “adjournment proposal”).

Marathon Oil stockholder approval of the merger proposal is required to complete the merger between Merger Sub and Marathon Oil, as contemplated by the merger agreement. Marathon Oil stockholders will also be asked to approve the non-binding compensation advisory proposal and the adjournment proposal. Marathon Oil will transact no other business at the special meeting. The record date for the special meeting has been set as July 26, 2024. Only Marathon Oil stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the special meeting or any adjournments and postponements of the special meeting. If you plan to attend the special meeting, you will need to present a government-issued photo identification, along with proof of your ownership of Marathon Oil common stock as of the record date. For additional information regarding the special meeting and protocols for attending the special meeting, see the sections entitled “Special Meeting of Marathon Oil Stockholders” beginning on page 41 of the proxy statement/prospectus accompanying this notice and “Questions and Answers about the Merger and the Special Meeting” beginning on page 1 of the proxy statement/prospectus accompanying this notice.

The Marathon Oil board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the adjournment proposal.

The Marathon Oil stockholder proposals are described in more detail in the accompanying proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Your vote is very important. Approval of the merger proposal by Marathon Oil stockholders is a condition to the merger and requires the affirmative vote of a majority of the outstanding shares of Marathon Oil common

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stock entitled to vote on the proposal. Marathon Oil stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions, failure to submit a proxy or vote at the special meeting and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal.

				BY ORDER OF THE BOARD OF DIRECTORS,

				Kim Warnica
				Executive Vice President, General Counsel and Secretary

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about ConocoPhillips (which we refer to as “ConocoPhillips”) and Marathon Oil Corporation (which we refer to as “Marathon Oil”) from other documents that are not included in or delivered with this proxy statement/prospectus, including documents that ConocoPhillips and Marathon Oil have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information” beginning on page 157. This information is available for you to review free of charge at the public reference room of the SEC located at 100 F Street, N.E., Washington, DC 20549, and through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning ConocoPhillips or Marathon Oil, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Attention: Investor Relations
(281) 293-1000

Marathon Oil Corporation
990 Town and Country Boulevard
Houston, Texas 77024
Attention: Shareholder Services Office
(713) 629-6600

To obtain timely delivery of these documents before the special meeting, Marathon Oil stockholders must request the information no later than August 22, 2024 (which is five business days before the date of the special meeting).

In addition, if you have questions about the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact: Innisfree M&A Incorporated (“Innisfree”), the proxy solicitor for Marathon Oil, toll-free at (877) 687-1865 or, for brokers and banks, collect at (212) 750-5833. You will not be charged for any of these documents that you request.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by ConocoPhillips (File No. 333-280448), constitutes a prospectus of ConocoPhillips under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of common stock of ConocoPhillips, par value $0.01 per share (which we refer to as “ConocoPhillips common stock”) to be issued to Marathon Oil stockholders pursuant to the Agreement and Plan of Merger, dated as of May 28, 2024 (which, as it may be amended from time to time, we refer to as the “merger agreement”), among ConocoPhillips, Puma Merger Sub Corp. (which we refer to as “Merger Sub”) and Marathon Oil.

This document also constitutes a notice of meeting and proxy statement of Marathon Oil under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).

ConocoPhillips has supplied all information contained or incorporated by reference herein relating to ConocoPhillips, and Marathon Oil has supplied all information contained or incorporated by reference herein relating to Marathon Oil. ConocoPhillips and Marathon Oil have both contributed to the information relating to the merger agreement contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. ConocoPhillips and Marathon Oil have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This proxy statement/prospectus is dated July 29, 2024, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Marathon Oil stockholders nor the issuance by ConocoPhillips of shares of ConocoPhillips common stock pursuant to the merger agreement will create any implication to the contrary.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

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	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		12
Information about the Companies		12
The Merger and the Merger Agreement		12
Merger Consideration		13
Risk Factors		13
Treatment of Marathon Oil Equity Awards in the Merger		13
Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger		14
Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor		14
Special Meeting of Marathon Oil Stockholders		15
Board of Directors and Management of ConocoPhillips Following the Completion of the Merger		17
Interests of Marathon Oil Directors and Executive Officers in the Merger		17
Conditions to the Completion of the Merger		17
No Solicitation; Changes of Recommendation		18
Termination		21
Termination Fees and Expenses		22
Regulatory Approvals		22
Accounting Treatment of the Merger		23
Specific Performance; Remedies		23
No Appraisal Rights		23
Material U.S. Federal Income Tax Consequences of the Merger		23
Litigation Relating to the Merger		24
Comparison of Stockholders’ Rights		24
Listing of ConocoPhillips Common Stock; Delisting and Deregistration of Marathon Oil Shares		24
Comparative Market Price Data		24
RISK FACTORS		26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		37
INFORMATION ABOUT THE COMPANIES		40
SPECIAL MEETING OF MARATHON OIL STOCKHOLDERS		41
Date, Time and Place		41
Purpose of the Special Meeting		41
Recommendation of the Marathon Oil Board of Directors		41
Record Date and Outstanding Shares of Marathon Oil Common Stock		41
Quorum; Abstentions and Broker Non-Votes		41
Required Vote		42
Methods of Voting		42
Adjournment		43
Revocability of Proxies		44
Proxy Solicitation Costs		44
No Appraisal Rights		44
Other Information		44
Assistance		44
Vote of Marathon Oil’s Directors and Executive Officers		45
Attending the Special Meeting		45

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	Page
Results of the Special Meeting		45
MARATHON OIL PROPOSALS		46
Merger Proposal		46
Non-Binding Compensation Advisory Proposal		46
Adjournment Proposal		47
THE MERGER		48
Transaction Structure		48
Merger Consideration		48
Background of the Merger		48
Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger		54
Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor		58
Marathon Oil Unaudited Forecasted Financial Information		66
Regulatory Approvals		70
Board of Directors and Management of ConocoPhillips Following the Completion of the Merger		72
Interests of Marathon Oil Directors and Executive Officers in the Merger		72
Treatment of Marathon Oil Equity Awards		72
Marathon Oil Corporation Officer Change in Control Severance Benefits Plan		73
2024 Annual Cash Bonus		74
Retention Program		74
Other Compensation Matters		74
Merger-Related Compensation		75
Potential Employment Arrangements with ConocoPhillips		76
Indemnification and Insurance		76
Listing of ConocoPhillips Shares; Delisting and Deregistration of Marathon Oil Shares		77
Accounting Treatment of the Merger		77
Treatment of Indebtedness		78
Litigation Relating to the Merger		78
THE MERGER AGREEMENT		79
Explanatory Note Regarding the Merger Agreement		79
The Merger		79
Closing		79
Organizational Documents; Directors and Officers		80
Effect of the Merger on Capital Stock; Merger Consideration		80
Treatment of Marathon Oil Equity Awards in the Merger		81
Payment for Securities; Exchange		82
Withholding Taxes		83
No Appraisal Rights		84
Representations and Warranties		84
Interim Operations of Marathon Oil and ConocoPhillips Pending the Merger		87
No Solicitation; Changes of Recommendation		92
Preparation of Proxy Statement/Prospectus and Registration Statement		97
Special Meeting		98
Access to Information		99
HSR and Other Regulatory Approvals		99
Employee Matters		101
Indemnification; Directors’ and Officers’ Insurance		103

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	Page
Transaction Litigation		104
Public Announcements		104
Advice of Certain Matters; Notifications		104
Reasonable Best Efforts		105
Section 16 Matters		105
Stock Exchange Listing and Delistings		105
Certain Indebtedness		105
Tax Matters		107
Takeover Laws		107
Obligations of Merger Sub		107
Coordination of Quarterly Dividends		107
Resignations		107
Conditions to the Completion of the Merger		107
Termination		109
Effect of Termination		111
Expenses		112
Specific Performance; Remedies		112
No Third Party Beneficiaries		112
Amendment		112
Governing Law		112
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		113
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS		116
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS		122
DESCRIPTION OF CONOCOPHILLIPS COMMON STOCK		134
COMPARISON OF STOCKHOLDERS’ RIGHTS		138
NO APPRAISAL RIGHTS		149
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF MARATHON OIL		150
Security Ownership of Directors and Executive Officers		150
VALIDITY OF COMMON STOCK		152
TAX OPINIONS		153
EXPERTS		154
ConocoPhillips		154
Marathon Oil Corporation		154
HOUSEHOLDING OF PROXY MATERIALS		155
FUTURE STOCKHOLDER PROPOSALS		156
WHERE YOU CAN FIND MORE INFORMATION		157
Annex A – Agreement and Plan of Merger		A-1
Annex B – Opinion of Morgan Stanley & Co. LLC		B-1

iii

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the merger and the special meeting. You are urged to read the remainder of this document carefully because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus because ConocoPhillips, Marathon Oil and Merger Sub have entered into the merger agreement, pursuant to which, on the terms and subject to the conditions included in the merger agreement, ConocoPhillips has agreed to acquire Marathon Oil by means of a merger of Merger Sub with and into Marathon Oil (which we refer to as the “merger”), with Marathon Oil surviving the merger as a wholly owned subsidiary of ConocoPhillips, and your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this proxy statement/prospectus as Annex A.

The merger agreement must be adopted by the Marathon Oil stockholders in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) in order for the merger to be consummated. Marathon Oil is holding a special meeting of its stockholders (which we refer to as the “special meeting”) to obtain that approval. Marathon Oil stockholders will also be asked to vote on a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger and to approve a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the merger proposal. Your vote is very important. We encourage you to submit a proxy to have your shares of common stock, par value $1.00 per share, of Marathon Oil (which we refer to as “Marathon Oil common stock”) voted as soon as possible.

Who is entitled to vote at the special meeting?

The Marathon Oil board has fixed July 26, 2024 as the record date for the special meeting. All holders of record of shares of Marathon Oil common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting, provided that those shares remain outstanding on the date of the special meeting. As of the record date, there were 559,383,423 shares of Marathon Oil common stock issued and outstanding and entitled to vote at the special meeting. Attendance at the special meeting is not required to vote. Instructions on how to vote your shares without attending the special meeting are provided in this section below.

When and where will the special meeting take place?

The special meeting will be held on August 29, 2024, at 8:00 a.m., Central Time, in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024. Even if you plan to attend the special meeting, Marathon Oil recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

What are the protocols for attending the special meeting?

Marathon Oil encourages its stockholders to arrive at the special meeting prior to the start time to leave ample time for check-in procedures. To be admitted to the special meeting, you must bring valid picture identification, such as a driver’s license or passport, and provide proof of stock ownership. If your shares are held in the name of a bank, broker, or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting and present proof of your ownership of Marathon Oil common stock, such as a bank or brokerage account statement, indicating that you owned shares of Marathon Oil common stock at the close of business on the record date.

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What matters will be considered at the special meeting?

Marathon Oil stockholders are being asked to consider and vote on:

•

a proposal to adopt the merger agreement (which we refer to as the “merger proposal”);

•

a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “non-binding compensation advisory proposal”); and

•

a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the merger proposal (which we refer to as the “adjournment proposal”).

Is my vote important?

Yes. Your vote is very important. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of a majority of the outstanding shares of Marathon Oil common stock entitled to vote on the proposal. Only Marathon Oil stockholders as of the close of business on the record date are entitled to vote at the special meeting. The board of directors of Marathon Oil (which we refer to as the “Marathon Oil board” or the “Marathon Oil board of directors”) unanimously recommends that such Marathon Oil stockholders vote “FOR” the approval of the merger proposal, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the adjournment proposal.

If my shares of Marathon Oil common stock are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote those shares for me?

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee will not vote your shares on any of the proposals to be considered at the special meeting. A so called “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter.

Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on any of the proposals at the special meeting. Because the only proposals for consideration at the special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the special meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote “AGAINST” the merger proposal, (ii) no effect on the non-binding compensation advisory proposal and (iii) no effect on the adjournment proposal.

What vote is required for the approval of each of the proposals?

The merger proposal. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Marathon Oil common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

The non-binding compensation advisory proposal. Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or by proxy at the special meeting and entitled to vote on the proposal, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote. As an advisory vote, this proposal is not binding upon Marathon Oil or the Marathon Oil board or ConocoPhillips or the ConocoPhillips board, and approval of this proposal is not a condition to completion of the merger.

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The adjournment proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or by proxy at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote. Approval of this proposal is not a condition to completion of the merger.

Who will count the votes?

The votes at the special meeting will be counted by an independent inspector of elections appointed by Marathon Oil.

What will Marathon Oil stockholders receive if the merger is completed?

As a result of the merger, each share of Marathon Oil common stock issued and outstanding immediately prior to the effective time of the merger (other than any excluded shares and converted shares, as described in the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80) will be converted into the right to receive, without interest, 0.255 shares of ConocoPhillips common stock (which we refer to as the “merger consideration”). We refer to such shares of Marathon Oil common stock eligible to receive the merger consideration as “eligible shares.”

If you receive the merger consideration and would otherwise be entitled to receive a fractional share of ConocoPhillips common stock, you will receive cash in lieu of such fractional share, and you will not be entitled to dividends, voting rights or any other rights in respect of such fractional share. For additional information regarding the merger consideration, see the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80.

What will holders of Marathon Oil equity awards receive in the merger?

At the effective time of the merger, outstanding Marathon Oil equity awards will be treated in accordance with the terms of the merger agreement as summarized below.

Marathon Oil Restricted Stock Unit Awards. At the effective time of the merger, each outstanding award of restricted stock units in respect of Marathon Oil common stock that vests solely based on service (which we refer to as the “Marathon Oil RSU awards”), other than any such award granted to non-employee directors, granted under Marathon Oil’s 2019 Incentive Compensation Plan (which, as amended from time to time and including any predecessor plan, we refer to as the “Marathon Oil stock plan”) will be cancelled and converted into an award of restricted stock units in respect of ConocoPhillips common stock with substantially the same terms and conditions and covering that number of shares of ConocoPhillips common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of Marathon Oil common stock subject to such award immediately prior to the effective time of the merger, multiplied by (ii) 0.255 (which we refer to as the “exchange ratio”).

Marathon Oil Restricted Stock Unit and Deferred Stock Unit Awards Held by Non-Employee Directors. At the effective time of the merger, each outstanding Marathon Oil RSU award and each outstanding award of deferred stock units in respect of Marathon Oil common stock (which we refer to as the “Marathon Oil DSU awards”) granted to a non-employee director of Marathon Oil pursuant to the Marathon Oil stock plan will immediately vest with respect to 100% of the shares of Marathon Oil common stock subject to such award, which shares will be converted into the right to receive (i) the merger consideration with respect to each such share and (ii) for RSUs, an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such Marathon Oil RSU award.

Marathon Oil Stock Option Awards. At the effective time of the merger, each outstanding and vested compensatory option to purchase shares of Marathon Oil common stock (which we refer to as the “Marathon Oil option awards”) granted pursuant to the Marathon Oil stock plan will be canceled and converted into the right to receive a number of shares of ConocoPhillips common stock (rounded

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down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value (as defined below) over the per share exercise price of such Marathon Oil option award, multiplied by (B) the number of shares of Marathon Oil common stock subject to such award immediately prior to the effective time of the merger, divided by (ii) the ConocoPhillips common stock closing price (as defined below). Any Marathon Oil option award that has an exercise price per share that is equal to or greater than the merger consideration value will be canceled for no consideration. The term “merger consideration value” means the product of (x) the exchange ratio multiplied by (y) the volume weighted average price of ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P. (which we refer to as the “ConocoPhillips common stock closing price”).

Marathon Oil Performance Unit Awards. At the effective time of the merger, each outstanding award of performance units denominated in shares of Marathon Oil common stock (which we refer to as the “Marathon Oil performance unit awards”) granted pursuant to the Marathon Oil stock plan will immediately vest and be converted into the right to receive (i) in the case of Marathon Oil performance unit awards that vest based on total shareholder return, (A) that number of shares of ConocoPhillips common stock (rounded to the nearest whole share) equal to the product of (x) the number of shares of Marathon Oil common stock subject to such award immediately prior to the effective time of the merger reflecting the attainment of the applicable performance metrics at the maximum level of performance (200% of target) multiplied by (y) the exchange ratio and (B) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such award or (ii) in the case of Marathon Oil performance unit awards that vest based on free cash flow, an amount in cash reflecting the attainment of the applicable performance metrics at the maximum level of performance (200% of target) multiplied by the average daily closing price of Marathon Oil common stock during the final 30 calendar days ending on the last trading day immediately preceding the closing date (which we refer to as the “average price”); provided, however, that if any values were banked under such award based on a price per share of Marathon Oil common stock that is greater than such average price, then the higher price shall be used for such portion of the award, plus any accrued but unpaid dividend equivalents with respect to such award.

For additional information regarding the treatment of Marathon Oil equity awards, see the section entitled “The Merger Agreement — Treatment of Marathon Oil Equity Awards in the Merger” beginning on page 81.

What equity stake will Marathon Oil stockholders hold in ConocoPhillips immediately following the merger?

Based on the number of issued and outstanding shares of ConocoPhillips and Marathon Oil common stock as of May 28, 2024, and the exchange ratio of 0.255 shares of ConocoPhillips common stock for each share of Marathon Oil common stock, holders of shares of Marathon Oil common stock as of immediately prior to the effective time of the merger would hold, in the aggregate, approximately 11% of the issued and outstanding shares of ConocoPhillips common stock immediately following the effective time of the merger. The exact equity stake of Marathon Oil stockholders in ConocoPhillips immediately following the effective time of the merger will depend on the number of shares of ConocoPhillips common stock and Marathon Oil common stock issued and outstanding immediately prior to the effective time of the merger, as further described in the section entitled “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80.

How does the Marathon Oil board recommend that I vote?

The Marathon Oil board unanimously recommends that Marathon Oil stockholders vote “FOR” the approval of the merger proposal, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the adjournment proposal. For additional information regarding how the Marathon Oil board recommends that Marathon Oil stockholders vote, see the section entitled “The Merger — Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger” beginning on page 54.

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Do any of the officers or directors of Marathon Oil have interests in the merger that may differ from or be in addition to my interests as a Marathon Oil stockholder?

Yes. In considering the recommendation of the Marathon Oil board that Marathon Oil stockholders vote to approve the merger proposal, Marathon Oil stockholders should be aware that Marathon Oil’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Marathon Oil stockholders generally. The Marathon Oil board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger and in unanimously recommending that the merger agreement be adopted by Marathon Oil stockholders. For additional information, see the section entitled “The Merger — Interests of Marathon Oil Directors and Executive Officers in the Merger” beginning on page 72.

Why are Marathon Oil stockholders being asked to vote on named executive officer compensation?

The SEC has adopted rules that require Marathon Oil to seek a non-binding advisory vote on certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger. Marathon Oil urges its stockholders to read the section entitled “The Merger — Interests of Marathon Oil Directors and Executive Officers in the Merger” beginning on page 72.

How many votes do I have?

Each Marathon Oil stockholder of record is entitled to one vote for each share of Marathon Oil common stock held of record by him or her as of the close of business on the record date.

What constitutes a quorum for the special meeting?

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

The presence at the special meeting, in person or by proxy, of the holders of at least one-third of the outstanding shares of Marathon Oil common stock entitled to vote at the special meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposals or vote to “ABSTAIN” in respect of the proposals, your shares of Marathon Oil common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the special meeting. Broker non-votes will not be treated as present for purposes of determining the presence of a quorum at the special meeting.

What will happen to Marathon Oil as a result of the merger?

If the merger is completed, Merger Sub will merge with and into Marathon Oil. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Marathon Oil will continue as the surviving corporation in the merger and as a wholly owned subsidiary of ConocoPhillips. Furthermore, shares of Marathon Oil common stock will be delisted from the NYSE and will no longer be publicly traded.

I own shares of Marathon Oil common stock. What will happen to those shares as a result of the merger?

If the merger is completed, your shares of Marathon Oil common stock will be converted into the right to receive, without interest, the merger consideration. All such shares of Marathon Oil common stock, when so converted, will cease to be outstanding and will automatically be cancelled. Each holder of a share of Marathon Oil common stock that was outstanding immediately prior to the effective time of the merger will cease to have any rights with respect to shares of Marathon Oil common stock except the right to receive, without interest, the merger consideration, any dividends or distributions made with respect to shares of ConocoPhillips common stock with a record date after the effective time of the merger, and any cash to be paid in lieu of any fractional shares of ConocoPhillips common stock, in each case to be issued or paid upon the exchange of any certificates or book-entry shares of Marathon Oil common stock for the merger consideration. For additional information, see the sections

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entitled “The Merger — Merger Consideration” beginning on page 48 and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80.

Where will the ConocoPhillips common stock that Marathon Oil stockholders receive in the merger be publicly traded?

Assuming the merger is completed, the shares of ConocoPhillips common stock that Marathon Oil stockholders receive in the merger will be listed and traded on the NYSE under the symbol “COP”.

What happens if the merger is not completed?

If the merger proposal is not approved by Marathon Oil stockholders or if the merger is not completed for any other reason, Marathon Oil stockholders will not receive any merger consideration in connection with the merger, and their shares of Marathon Oil common stock will remain outstanding. Marathon Oil will remain an independent public company and Marathon Oil common stock will continue to be listed and traded on the NYSE. Additionally, if the merger proposal is not approved by Marathon Oil stockholders or if the merger is not completed for any other reason, ConocoPhillips will not issue shares of ConocoPhillips common stock to Marathon Oil stockholders. If the merger agreement is terminated under specified circumstances, Marathon Oil may be required to pay ConocoPhillips a termination fee or another termination-related payment. For a more detailed discussion of the termination-related fees, see “The Merger Agreement — Termination” beginning on page 109.

What happens if the non-binding compensation advisory proposal is not approved?

This vote is advisory and non-binding, and the merger is not conditioned or dependent upon the approval of the non-binding compensation advisory proposal. However, Marathon Oil and ConocoPhillips value the opinions of Marathon Oil stockholders and ConocoPhillips expects to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation, assuming the merger is completed.

What happens if the adjournment proposal is not approved?

This vote is being taken in order to allow Marathon Oil stockholders to vote to adjourn the special meeting if there are not sufficient votes cast at the special meeting to approve the merger proposal. However, regardless of the results of voting for the adjournment proposal, under the Marathon Oil bylaws, the chair of the special meeting may adjourn the special meeting at his or her discretion, subject to the terms of the merger agreement.

What is a proxy?

A proxy is a legal designation of another person to vote the stock you own.

How can I vote my shares without attending the special meeting?

If you are a stockholder of record of Marathon Oil common stock as of the record date, you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by following instructions provided by your broker, bank or other nominee. Phone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of Marathon Oil common stock are registered directly in your name with Marathon Oil’s transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are

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considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials relating to the special meeting if you hold shares of Marathon Oil common stock in “street name” and also directly in your name as a stockholder of record or otherwise or if you hold shares of Marathon Oil common stock in more than one brokerage account.

Direct holders (stockholders of record). For shares of Marathon Oil common stock held directly, complete, sign, date and return each proxy card (or cast your vote by phone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Marathon Oil common stock are voted.

Shares in “street name.” For shares of Marathon Oil common stock held in “street name” through a broker, bank or other nominee, follow the instructions provided by your broker, bank or other nominee to vote your shares.

If a stockholder gives a proxy, how will shares of Marathon Oil common stock covered by the proxy be voted?

If you provide a proxy, regardless of whether you provide that proxy by phone, the Internet or completing and returning the proxy card, the individuals named on the enclosed proxy card will vote all of your shares of Marathon Oil common stock represented by such proxy in the way that you indicate when providing your proxy in respect of the shares of common stock you hold in Marathon Oil. When completing the phone or Internet processes or the proxy card, you may specify whether your shares of Marathon Oil common stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the special meeting.

How will my shares of common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of Marathon Oil common stock to be voted, then your shares of Marathon Oil common stock will be voted “FOR” the approval of the merger proposal, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the adjournment proposal.

Can I change my vote after I have submitted my proxy?

Yes. If you are a stockholder of record of Marathon Oil common stock as of the close of business on the record date, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the special meeting in one of the following ways:

•

submit a new proxy card bearing a later date;

•

vote again by phone or the Internet at a later time;

•

give written notice of your revocation to Marathon Oil’s Shareholder Services Office at 990 Town and Country Boulevard, Houston, Texas 77024; or

•

attend the special meeting and vote your shares. Please note that your attendance at the special meeting will not alone serve to revoke your proxy; instead, you must vote your shares at the special meeting.

If you are a beneficial owner of Marathon Oil common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

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Where can I find the voting results of the special meeting?

Within four business days following certification of the final voting results, Marathon Oil intends to file the final voting results of its special meeting with the SEC in a Current Report on Form 8-K.

If I do not favor the merger, what are my rights?

Because shares of Marathon Oil common stock are listed on the NYSE and holders of shares of Marathon Oil common stock are not required to receive consideration other than shares of ConocoPhillips common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of Marathon Oil common stock are not entitled to exercise appraisal rights under Delaware law in connection with the merger. Marathon Oil stockholders may vote against the merger proposal if they do not favor the merger.

Are there any risks that I should consider in deciding how to vote?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 26. You also should read and carefully consider the risk factors of ConocoPhillips and Marathon Oil contained in the documents that are incorporated by reference in this proxy statement/prospectus.

What happens if I sell or otherwise transfer my shares of Marathon Oil common stock before the special meeting?

The record date for Marathon Oil stockholders entitled to vote at the special meeting is earlier than the date of the special meeting. If you sell or otherwise transfer your shares of Marathon Oil common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will have transferred the right to receive, without interest, the merger consideration to the person to whom you transferred your shares of Marathon Oil common stock.

What are the material U.S. federal income tax consequences of the merger to Marathon Oil stockholders?

Marathon Oil and ConocoPhillips intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). It is expected that U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 113) of shares of Marathon Oil common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of ConocoPhillips common stock in exchange for Marathon Oil common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of ConocoPhillips common stock. The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel or Internal Revenue Service (which we refer to as the “IRS”) ruling to that effect. However, in connection with the effectiveness of the registration statement of which this proxy statement/prospectus is a part, each of Kirkland & Ellis LLP, counsel to Marathon Oil, and Wachtell, Lipton, Rosen & Katz, counsel to ConocoPhillips, delivered a legal opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 113. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

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TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

When is the merger expected to be completed?

ConocoPhillips and Marathon Oil are working to complete the merger as quickly as possible. Subject to the satisfaction or waiver of the conditions described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” (beginning on page 107) including the approval of the merger proposal by Marathon Oil stockholders at the special meeting and the receipt of required regulatory approvals, the transaction is expected to close in the fourth quarter of 2024. However, neither ConocoPhillips nor Marathon Oil can predict the actual date on which the merger will be completed, nor can the parties assure that the merger will be completed, because completion is subject to conditions beyond either company’s control. In addition, if the merger is not completed by May 28, 2025 (or, under certain circumstances as described in the section entitled “The Merger Agreement — Termination” (beginning on page 109) by November 28, 2025 or May 28, 2026), either ConocoPhillips or Marathon Oil may choose not to proceed with the merger by terminating the merger agreement.

What are the conditions to completion of the merger?

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, (i) the approval of the merger proposal by Marathon Oil stockholders, (ii) the expiration or termination of any waiting period (and any extension of such period) under the Hart-Scott-Rodino Act of 1976, as amended (which we refer to as the “HSR Act”), applicable to the merger and receipt of certain non-U.S. antitrust approvals, (iii) no law or order being in effect that prohibits the consummation of the merger, (iv) the registration statement containing this proxy statement/prospectus having become effective under the Securities Act and not being the subject of any stop order or proceedings seeking a stop order and (v) the shares of ConocoPhillips common stock issuable pursuant to the merger agreement have been authorized for listing on the NYSE. More information may be found in “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 107.

If I am a Marathon Oil stockholder, how will I receive the merger consideration to which I am entitled?

If you are a holder of certificates that represent eligible shares of Marathon Oil common stock (which we refer to as “Marathon Oil common stock certificates”), a notice advising you of the effectiveness of the merger and a letter of transmittal and instructions for the surrender of your Marathon Oil common stock certificates will be mailed to you as soon as practicable after the effective time of the merger. After receiving proper documentation from you, the exchange agent will send to you (i) a statement reflecting the aggregate whole number of shares of ConocoPhillips common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (ii) a check in the amount equal to the cash payable in lieu of any fractional shares of ConocoPhillips common stock and dividends and other distributions on the shares of ConocoPhillips common stock issuable to you as merger consideration.

If you are a holder of book-entry shares representing eligible shares of Marathon Oil common stock (which we refer to as “Marathon Oil book-entry shares”) which are held through the Depository Trust Company (which we refer to as “DTC”), the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the closing date, the merger consideration, cash in lieu of any fractional shares of ConocoPhillips common stock and any dividends and other distributions on the shares of ConocoPhillips common stock issuable as merger consideration, in each case, that DTC has the right to receive.

If you are a holder of record of Marathon Oil book-entry shares which are not held through DTC, the exchange agent will deliver to you, as soon as practicable after the effective time of the merger, (i) a

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notice advising you of the effectiveness of the merger, (ii) a statement reflecting the aggregate whole number of shares of ConocoPhillips common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (iii) a check in the amount equal to the cash payable in lieu of any fractional shares of ConocoPhillips common stock and dividends and other distributions on the shares of ConocoPhillips common stock issuable to you as merger consideration.

No interest will be paid or accrued on any amount payable for shares of Marathon Oil common stock eligible to receive the merger consideration pursuant to the merger agreement.

For additional information on the exchange of Marathon Oil common stock for the merger consideration, see the section entitled “The Merger Agreement — Payment for Securities; Exchange” beginning on page 82.

If I am a holder of Marathon Oil common stock certificates, do I need to send in my stock certificates at this time to receive the merger consideration?

No. Please DO NOT send your Marathon Oil common stock certificates with your proxy card. You should carefully review and follow the instructions set forth in the letter of transmittal, which will be mailed to you, regarding the surrender of your stock certificates.

If I am a holder of Marathon Oil common stock, will the shares of ConocoPhillips common stock issued in the merger receive a dividend?

After the completion of the merger, the shares of ConocoPhillips common stock issued in connection with the merger will carry with them the right to receive the same dividends on shares of ConocoPhillips common stock as all other holders of shares of ConocoPhillips common stock, for any dividend the record date for which occurs after the merger is completed.

Who will solicit and pay the cost of soliciting proxies?

Marathon Oil has retained Innisfree (which we refer to as the “Marathon Oil proxy solicitor”) to assist in the solicitation process. Marathon Oil will pay Innisfree a fee of $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. Marathon Oil also has agreed to indemnify the Marathon Oil proxy solicitor against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

What is “householding”?

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Marathon Oil common stock but who share the same address, Marathon Oil has adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name will receive only one copy of this proxy statement/prospectus until such time as one or more of these stockholders notifies Marathon Oil that they want to receive separate copies. In addition, the broker, bank or other nominee for any stockholder who is a beneficial owner of Marathon Oil common stock may deliver only one copy of this proxy statement/prospectus to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the Marathon Oil stockholders. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Marathon Oil stockholders affected by householding will continue to have access to and utilize separate proxy voting instructions. To opt out of householding for future proxy materials, please write to Marathon Oil’s Shareholder Services Office at 990 Town and Country Boulevard, Houston, Texas 77024.

What should I do now?

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope

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or submit your voting instructions by phone or the Internet as soon as possible so that your shares of Marathon Oil common stock will be voted in accordance with your instructions.

Who can answer my questions about the special meeting or the transactions contemplated by the merger agreement?

If you have questions about the special meeting or the information contained in this proxy statement/prospectus, or desire additional copies of this proxy statement/prospectus or additional proxies, contact the Marathon Oil proxy solicitor:

Innisfree M&A Incorporated
501 Madison Ave, 20th Floor
New York, New York 10022
Shareholders, please call toll-free: (877) 687-1865
Banks and Brokerage Firms, please call: (212) 750-5833

Where can I find more information about ConocoPhillips, Marathon Oil and the merger?

You can find out more information about ConocoPhillips, Marathon Oil and the merger by reading this proxy statement/prospectus and, with respect to ConocoPhillips and Marathon Oil, from various sources described in the section entitled “Where You Can Find More Information” beginning on page 157.

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SUMMARY

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this proxy statement/prospectus and its annexes carefully and in its entirety and the other documents to which ConocoPhillips and Marathon Oil refer before you decide how to vote with respect to the proposals to be considered and voted on at the special meeting. In addition, ConocoPhillips and Marathon Oil incorporate by reference important business and financial information about ConocoPhillips and Marathon Oil into this proxy statement/prospectus, as further described in the section entitled “Where You Can Find More Information” beginning on page 157. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in that section. Each item in this summary includes a page reference directing you to a more complete description of that item in this proxy statement/prospectus.

Information about the Companies (page 40)

ConocoPhillips

925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

ConocoPhillips is an independent E&P company headquartered in Houston, Texas with operations and activities in 13 countries. Its diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. As of March 31, 2024, ConocoPhillips employed approximately 10,000 people worldwide and had total assets of $95 billion. ConocoPhillips common stock trades on the NYSE under the ticker symbol “COP”.

Marathon Oil Corporation

990 Town and Country Boulevard
Houston, Texas 77024
Phone: (713) 629-6600

Marathon Oil Corporation is an independent exploration and production company incorporated in 2001, focused on U.S. resource plays: Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in Oklahoma and Permian in New Mexico and Texas. Its U.S. assets are complemented by its international operations in Equatorial Guinea. Each of its two reportable operating segments are organized by geographic location (United States and International) and managed according to the nature of the products and services offered. As of March 31, 2024, Marathon Oil had 1,688 active, full-time employees worldwide. Marathon Oil common stock trades on the NYSE under the ticker symbol “MRO”.

Puma Merger Sub Corp.

c/o ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

Merger Sub, whose legal name is Puma Merger Sub Corp., is a direct, wholly owned subsidiary of ConocoPhillips. Upon the completion of the merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on May 24, 2024 for the sole purpose of effecting the merger.

The Merger and the Merger Agreement (page 48)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. ConocoPhillips and

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Marathon Oil encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

The Marathon Oil board has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Pursuant to the terms and subject to the conditions included in the merger agreement, ConocoPhillips has agreed to acquire Marathon Oil by means of a merger of Merger Sub with and into Marathon Oil, with Marathon Oil surviving the merger as a wholly owned subsidiary of ConocoPhillips.

Merger Consideration (page 48)

As a result of the merger, each eligible share of Marathon Oil common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, without interest, 0.255 shares of ConocoPhillips common stock (i.e., the merger consideration).

Marathon Oil stockholders will not be entitled to receive any fractional shares of ConocoPhillips common stock in the merger, and no Marathon Oil stockholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of ConocoPhillips common stock. Marathon Oil stockholders that would have otherwise been entitled to receive a fractional share of ConocoPhillips common stock will instead be entitled to receive, in lieu of fractional shares, an amount in cash, without interest, equal to the volume weighted average price of ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P. multiplied by the fraction of a share of ConocoPhillips common stock to which the holder would otherwise be entitled.

Risk Factors (page 26)

The merger and an investment in ConocoPhillips common stock involve risks, some of which are related to the transactions contemplated by the merger agreement. You should carefully consider the information about these risks set forth under the section entitled “Risk Factors” beginning on page 26, together with the other information included or incorporated by reference in this proxy statement/prospectus, particularly the risk factors contained in ConocoPhillips’ and Marathon Oil’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Marathon Oil stockholders should carefully consider the risks set out in that section before deciding how to vote with respect to the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal to be considered and voted on at the special meeting. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 157.

Treatment of Marathon Oil Equity Awards in the Merger (page 81)

Marathon Oil Restricted Stock Unit Awards

At the effective time of the merger, each outstanding Marathon Oil RSU award, other than any such award granted to non-employee directors, granted under the Marathon Oil stock plan will be cancelled and converted into an award of restricted stock units in respect of ConocoPhillips common stock with substantially the same terms and conditions and covering that number of shares of ConocoPhillips common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of Marathon Oil common stock subject to such award immediately prior to the effective time of the merger, multiplied by (ii) the exchange ratio.

Marathon Oil Restricted Stock Unit and Deferred Stock Unit Awards Held by Non-Employee Directors

At the effective time of the merger, each outstanding Marathon Oil RSU award and each outstanding Marathon Oil DSU awards granted to a non-employee director of Marathon Oil pursuant to the Marathon Oil stock plan will immediately vest with respect to 100% of the shares of Marathon Oil common stock subject to such award, which shares will be converted into the right to receive (i) the merger consideration with respect to each such share and (ii) for RSUs, an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such Marathon Oil RSU award.

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Marathon Oil Stock Option Awards

At the effective time of the merger, each outstanding and vested Marathon Oil option awards granted pursuant to the Marathon Oil stock plan will be canceled and converted into the right to receive a number of shares of ConocoPhillips common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price, multiplied by (B) the number of shares of Marathon Oil common stock subject to such Marathon Oil option award immediately prior to the effective time of the merger, divided by (ii) the ConocoPhillips common stock closing price. Any Marathon Oil option award that has an exercise price per share that is equal to or greater than the merger consideration value will be canceled for no consideration.

Marathon Oil Performance Unit Awards

At the effective time of the merger, each outstanding Marathon Oil performance unit award granted pursuant to the Marathon Oil stock plan will immediately vest and be converted into the right to receive (i) in the case of Marathon Oil performance unit awards that vest based on total shareholder return, (A) that number of shares of ConocoPhillips common stock (rounded to the nearest whole share) equal to the product of (x) the number of shares of Marathon Oil common stock subject to such award immediately prior to the effective time of the merger reflecting the attainment of the applicable performance metrics at the maximum level of performance (200% of target) multiplied by (y) the exchange ratio and (B) an amount in cash equal to any accrued but unpaid dividend equivalents with respect to such award or (ii) in the case of Marathon Oil performance unit awards that vest based on free cash flow, an amount in cash reflecting the attainment of the applicable performance metrics at the maximum level of performance (200% of target) multiplied by the average daily closing price of Marathon Oil common stock during the final 30 calendar days ending on the last trading day immediately preceding the closing date; provided, however, that if any values were banked under such award based on a price per share of Marathon Oil common stock that is greater than such average price, then the higher price shall be used for such portion of the award, plus any accrued but unpaid dividend equivalents with respect to such award.

For additional information, see the section entitled “The Merger Agreement — Treatment of Marathon Oil Equity Awards in the Merger” beginning on page 81.

Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger (page 54)

The Marathon Oil board unanimously recommends that you vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the adjournment proposal. For the factors considered by the Marathon Oil board in reaching this decision and additional information on the recommendation of the Marathon Oil board, see the section entitled “The Merger — Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger” beginning on page 54.

Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor (page 58)

Marathon Oil engaged Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as Marathon Oil’s financial advisor in connection with the merger. Morgan Stanley delivered its oral opinion to the Marathon Oil board on May 28, 2024, which opinion was subsequently confirmed in a written opinion dated May 28, 2024, that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Merger Consideration to be received by holders of shares of Marathon Oil common stock pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates).

The full text of Morgan Stanley’s written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference in its entirety. The summary of Morgan Stanley’s opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Marathon Oil stockholders are encouraged to read Morgan Stanley’s opinion carefully in its entirety. Morgan Stanley’s opinion was directed to the

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Marathon Oil board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates) of the merger consideration pursuant to the merger agreement as of the date of such opinion. Morgan Stanley’s opinion did not address any other aspects or implications of the merger. Morgan Stanley’s opinion did not in any manner address the price at which Marathon Oil common stock or ConocoPhillips common stock would trade following the consummation of the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Marathon Oil common stock as to how such holder should vote at the special meeting, or whether to take any other action with respect to the merger.

For a further discussion of the opinion that the Marathon Oil board received from Morgan Stanley, see the section entitled “The Merger — Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor” beginning on page 58 of this proxy statement/prospectus and the full text of the written opinion of Morgan Stanley attached as Annex B to this proxy statement/prospectus.

Special Meeting of Marathon Oil Stockholders (page 41)

Date, Time, Place and Purpose of the Special Meeting

The special meeting will be held on August 29, 2024, at 8:00 a.m., Central Time in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024.

The purpose of the special meeting is to consider and vote on the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal. Approval of the merger proposal is a condition to the obligation of Marathon Oil and ConocoPhillips to complete the merger. Approval of the non-binding compensation advisory proposal and the adjournment proposal are not conditions to the obligation of either Marathon Oil or ConocoPhillips to complete the merger.

Record Date and Outstanding Shares of Marathon Oil Common Stock

Only holders of record of issued and outstanding shares of Marathon Oil common stock as of the close of business on July 26, 2024, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the special meeting.

As of the record date, there were 559,383,423 shares of Marathon Oil common stock issued and outstanding and entitled to vote at the special meeting. You may cast one vote for each share of Marathon Oil common stock that you held as of the close of business on the record date.

A complete list of Marathon Oil stockholders entitled to vote at the special meeting will be available for inspection at Marathon Oil’s principal place of business during regular business hours for a period of no less than 10 days before the special meeting at 990 Town and Country Boulevard Houston, Texas 77024.

Quorum; Abstentions and Broker Non-Votes

A quorum of Marathon Oil stockholders is necessary for Marathon Oil to hold a valid meeting. The presence at the special meeting, in person or by proxy, of the holders of at least one-third of the outstanding shares of Marathon Oil common stock entitled to vote at the special meeting constitutes a quorum.

If you submit a properly executed proxy card, even if you do not vote for any of the proposals or vote to “ABSTAIN” in respect of each proposal, your shares of Marathon Oil common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the special meeting. Marathon Oil common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Marathon Oil common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. It is not expected that there will be any broker non-votes at the special meeting. However, if there are any broker non-votes, the shares will

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not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Marathon Oil board (i.e., “FOR” all of the proposals).

Required Vote to Approve the Merger Proposal

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Marathon Oil common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

Required Vote to Approve the Non-Binding Compensation Advisory Proposal

Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and failure to vote and broker non-votes will have no effect on the outcome of the vote.

Required Vote to Approve the Adjournment Proposal

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and failure to vote and broker non-votes will have no effect on the outcome of the vote.

Each of the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal are further described in the section entitled “Marathon Oil Proposals” beginning on page 46.

Voting by Directors and Executive Officers

As of July 16, 2024, Marathon Oil directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,936,910 shares of Marathon Oil common stock, or less than 1% of the total outstanding shares of Marathon Oil common stock as of such date.

Marathon Oil currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the adjournment proposal.

Adjournment

If the adjournment proposal is approved by the requisite number of votes at the special meeting, and there are not sufficient votes for the approval of the merger proposal, Marathon Oil expects that the special meeting will be adjourned to solicit additional proxies in accordance with the merger agreement. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting. In a subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Regardless of the results of voting for the adjournment proposal, the Marathon Oil bylaws allow the chair of the special meeting to adjourn the special meeting at his or her discretion, subject to the terms of the merger agreement.

For additional information, see the section entitled “Special Meeting of Marathon Oil Stockholders” beginning on page 41.

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Board of Directors and Management of ConocoPhillips Following the Completion of the Merger (page 72)

Upon the completion of the merger, the current directors and executive officers of ConocoPhillips are expected to continue in their current positions, other than as may be publicly announced by ConocoPhillips in the normal course.

Interests of Marathon Oil Directors and Executive Officers in the Merger (page 72)

In considering the recommendation of the Marathon Oil board with respect to the proposals at the special meeting, Marathon Oil stockholders should be aware that the directors and executive officers of Marathon Oil may have interests in the merger that may be different from, or in addition to, the interests of Marathon Oil stockholders generally. The members of the Marathon Oil board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in determining to recommend that Marathon Oil stockholders approve the merger proposal.

For additional information, see the section entitled “The Merger — Interests of Marathon Oil Directors and Executive Officers in the Merger” beginning on page 72.

Conditions to the Completion of the Merger (page 107)

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:

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Marathon Oil Stockholder Approval. The merger proposal must have been approved in accordance with applicable law and the Marathon Oil organizational documents.

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Regulatory Approval. (i) Any waiting period (including any extensions thereof) under the HSR Act applicable to the merger and the other transactions contemplated by the merger agreement must have expired or been terminated and (ii) any applicable waiting period, clearance or affirmative or deemed approval of any governmental entity or other condition with respect to certain non-U.S. antitrust approvals must have expired or terminated, or been obtained or satisfied, as applicable.

•

No Injunctions or Restraints. Any governmental entity having jurisdiction over ConocoPhillips, Marathon Oil and Merger Sub must not have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger and any law that makes the consummation of the merger illegal or otherwise prohibited must not have been adopted.

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Effectiveness of the Registration Statement. The registration statement, of which this proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act and must not be the subject of any stop order or proceedings seeking a stop order.

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NYSE Listing. The shares of ConocoPhillips common stock issuable to Marathon Oil stockholders pursuant to the merger agreement must have been authorized for listing on the NYSE, upon official notice of issuance.

The obligations of ConocoPhillips and Merger Sub to complete the merger are subject to the satisfaction or waiver of further conditions, including:

•

the accuracy of the representations and warranties of Marathon Oil contained in the merger agreement as of May 28, 2024 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

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Marathon Oil having performed and complied with in all material respects all of its obligations under the merger agreement required to be performed or complied with at or prior to the effective time of the merger;

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there must not have occurred a material adverse effect (as described in the section entitled “The Merger Agreement — Representations and Warranties” beginning on page 84) on Marathon Oil since May 28, 2024; and

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•

ConocoPhillips having received a certificate of Marathon Oil signed by an executive officer of Marathon Oil, dated as of the closing date, confirming that the conditions set forth in the three bullets directly above have been satisfied.

The obligation of Marathon Oil to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

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the accuracy of the representations and warranties of ConocoPhillips contained in the merger agreement as of May 28, 2024 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

•

ConocoPhillips and Merger Sub having performed and complied with in all material respects all of their respective obligations under the merger agreement required to be performed or complied with by them at or prior to the effective time of the merger;

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there must not have occurred a material adverse effect (as described in the section entitled “The Merger Agreement — Representations and Warranties” beginning on page 84) on ConocoPhillips since May 28, 2024; and

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Marathon Oil having received a certificate of ConocoPhillips signed by an executive officer of ConocoPhillips, dated as of the closing date, confirming that the conditions in the three bullets directly above have been satisfied.

For additional information, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 107.

No Solicitation; Changes of Recommendation (page 92)

No Solicitation

From and after May 28, 2024, Marathon Oil, its subsidiaries and their respective officers and directors must, and must use their reasonable best efforts to cause the other representatives of Marathon Oil and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any third party with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a competing proposal (as defined below).

From and after May 28, 2024, Marathon Oil, its subsidiaries and their respective officers and directors may not, and must use their reasonable best efforts to cause the other representatives of Marathon Oil and its subsidiaries not to, directly or indirectly:

•

initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a competing proposal;

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engage in, continue or otherwise participate in any discussions with any person with respect to or negotiations with any person with respect to, relating to, or in furtherance of a competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a competing proposal;

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furnish any information regarding Marathon Oil or its subsidiaries, or access to the properties, assets or employees of Marathon Oil or its subsidiaries, to any person in connection with or in response to any competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a competing proposal;

•

enter into any letter of intent or agreement in principle, or other agreement providing for a competing proposal (other than certain confidentiality agreements entered into as permitted by the merger agreement); or

•

submit any proposal for a competing transaction to the vote of Marathon Oil stockholders.

Notwithstanding the agreements described above, prior to, but not after, the time the merger proposal has been approved by Marathon Oil stockholders, Marathon Oil and its representatives may engage in the

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activities described in the second and third bullets directly above this paragraph with any person if (i) Marathon Oil receives a bona fide written competing proposal from such person that was not solicited at any time after May 28, 2024; and (ii) such competing proposal did not arise from a material breach of Marathon Oil’s non-solicitation obligations (which are described in “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation” beginning on page 92); provided, however, that:

•

no information that is prohibited from being furnished pursuant to the “no solicitation” obligations under the merger agreement (which are described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation” beginning on page 92) may be furnished until Marathon Oil receives an executed confidentiality agreement, subject to certain conditions, including that the limitations in such confidentiality agreement on the use and disclosure of non-public information furnished to such person are no less favorable in all material respects to Marathon Oil than the terms of the Confidentiality Agreement, dated May 10, 2024, between ConocoPhillips and Marathon Oil, as determined by the Marathon Oil board in good faith after consultation with its legal counsel;

•

any non-public information furnished to such person will have previously been made available to ConocoPhillips or is made available to ConocoPhillips prior to or concurrently with the time such information is made available to such person (or in the case of oral non-public information only, promptly (and in any event within 24 hours) after);

•

prior to taking any such actions, the Marathon Oil board or any committee of the Marathon Oil board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such competing proposal is, or would reasonably be expected to lead to, a superior proposal (as defined below); and

•

prior to taking any such actions, the Marathon Oil board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Marathon Oil board to the stockholders of Marathon Oil under applicable law.

Notwithstanding the above restrictions, Marathon Oil or any of its representatives may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the “no solicitation” obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).

A “competing proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with ConocoPhillips or any of its subsidiaries) involving, directly or indirectly:

•

any acquisition (by asset purchase, stock purchase, merger or otherwise) by any third party or group of any business or assets of Marathon Oil or any of its subsidiaries (including capital stock of or ownership interest in any subsidiary) that generated 20% or more of the value of Marathon Oil’s and its subsidiaries’ assets (by fair market value), net revenue or EBITDA for the preceding 12 months, or any license, lease or long-term supply agreement having a similar economic effect;

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any acquisition of beneficial ownership by any third party or group of 20% or more of the outstanding shares of Marathon Oil common stock or any other securities entitled to vote on the election of directors or any tender or exchange offer that would result in any person or group beneficially owning 20% or more of the outstanding shares of Marathon Oil common stock or any other securities entitled to vote on the election of directors; or

•

any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Marathon Oil or any of its subsidiaries.

A “superior proposal” means a bona fide written competing proposal (with references in the definition thereof to “20% or more” being deemed to be replaced with references to “all or substantially all”) that is not solicited after May 28, 2024 that, in the good faith determination of the Marathon Oil board, after consultation with its outside legal and financial advisors:

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•

is more favorable to Marathon Oil’s stockholders from a financial point of view than the merger (after taking into account the time likely to be required to consummate such proposal and any adjustments or revisions to the terms of the merger agreement offered by ConocoPhillips in response to such proposal or otherwise);

•

is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial, regulatory and stockholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of closing, the identity of the person or persons making the proposal and any other aspects considered relevant by the Marathon Oil board; and

•

if applicable, for which financing is fully committed or reasonably determined to be available by the Marathon Oil board.

Changes of Recommendation

Subject to certain exceptions described below, the Marathon Oil board may not effect a recommendation change (as such term is defined in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Restrictions on Changes of Recommendation” beginning on page 93).

Permitted Changes of Recommendation and Termination of Merger Agreement in Connection with a Superior Proposal

Prior to, but not after, the merger proposal has been approved by Marathon Oil stockholders, in response to a bona fide written competing proposal from a third party that was not solicited at any time following May 28, 2024 and did not arise from a material breach of the obligations described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — No Solicitation” (beginning on page 92) if the Marathon Oil board so chooses, the Marathon Oil board may effect a recommendation change or terminate the merger agreement to enter into a definitive agreement with respect to such proposal, provided, however, that such a change of recommendation or termination of the merger agreement, as applicable, may not be made unless and until:

•

the Marathon Oil board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such competing proposal is a superior proposal and, after consultation with its outside legal counsel, that the failure to effect a recommendation change in response to such superior proposal or terminate the merger agreement to enter into a definitive agreement with respect to such superior proposal would be inconsistent with the fiduciary duties owed by the Marathon Oil board to the stockholders of Marathon Oil under applicable law; and

•

Marathon Oil provides ConocoPhillips written notice of such proposed action and the basis of such proposed action five business days in advance and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Permitted Changes of Recommendation in Connection with a Superior Proposal” beginning on page 94.

Permitted Changes of Recommendation in Connection with Intervening Events

Prior to, but not after, the time the merger proposal has been approved by Marathon Oil stockholders, in response to an intervening event (as defined below) that occurs or arises after May 28, 2024 and that did not arise from or in connection with a breach of the merger agreement by Marathon Oil, Marathon Oil may, if the Marathon Oil board so chooses, effect a recommendation change (but may not terminate the merger agreement) if:

•

the Marathon Oil board determines in good faith, after consultation with its financial advisors and outside legal counsel, that an intervening event has occurred and, after consultation with its outside legal counsel, that failure to effect a recommendation change in response to such intervening event would be inconsistent with the fiduciary duties owed by the Marathon Oil board to the stockholders of Marathon Oil under applicable law; and

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•

Marathon Oil provides ConocoPhillips written notice of such proposed action and the basis of such proposed action five business days in advance (including a reasonably detailed description of the facts and circumstances of the intervening event) and complies with certain obligations, each as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation — Permitted Changes of Recommendation in Connection with Intervening Events” beginning on page 95.

An “intervening event” is a material development or change in circumstance that occurs or arises after May 28, 2024 that was not known to or reasonably foreseeable by the Marathon Oil board as of May 28, 2024 (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Marathon Oil board as of May 28, 2024); except that in no event will (i) the receipt, existence or terms of an actual or possible competing proposal or superior proposal, (ii) any effect relating to ConocoPhillips or any of its subsidiaries that does not amount to a material adverse effect, individually or in the aggregate, (iii) any change, in and of itself, in the price or trading volume of shares of Marathon Oil common stock or ConocoPhillips common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition), (iv) the fact that Marathon Oil or any of its subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition) or (v) conditions (or changes in such conditions) in the oil and gas exploration and production industry (including changes in commodity prices, general market prices and political or regulatory changes affecting the industry or any changes in applicable law), constitute an intervening event.

Termination (page 109)

ConocoPhillips and Marathon Oil may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent of ConocoPhillips and Marathon Oil.

The merger agreement may also be terminated by either ConocoPhillips or Marathon Oil at any time prior to the effective time of the merger in any of the following situations:

•

if any governmental entity having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or injunction or other action has become final and nonappealable, or if any law has been adopted that permanently makes the consummation of the merger illegal or otherwise permanently prohibited, so long as the terminating party has not breached any material covenant or agreement under the merger agreement that has caused or resulted in such order, decree, ruling or injunction or other action;

•

if the merger has not been consummated on or before May 28, 2025 (or, under certain circumstances as described in the section entitled “The Merger Agreement — Termination” (beginning on page 109) by November 28, 2025 or May 28, 2026) (which we refer to as the “end date termination event”);

•

if the Marathon Oil stockholders do not approve the merger proposal upon a vote held at a duly held special meeting, or at any adjournment or postponement of the special meeting (which we refer to as a “stockholder approval termination event”); or

•

in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in the merger agreement which would give rise to the failure of an applicable closing condition (and such breach is not curable prior to the end date, or if curable prior to the end date, has not been cured by the earlier of (i) 30 days after the giving of written notice to the breaching party of such breach and (ii) two business days prior to the end date); provided, however, that the terminating party is not itself then in breach of the merger agreement that permits termination of the merger agreement by the other party (which, in the case of a breach by Marathon Oil, we refer to as a “Marathon Oil breach termination event”).

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In addition, the merger agreement may be terminated by ConocoPhillips:

•

if prior to, but not after, the time the merger proposal has been approved by Marathon Oil stockholders, the Marathon Oil board or a committee of the Marathon Oil board has effected a recommendation change; or

•

if Marathon Oil, its subsidiaries or any of Marathon Oil’s directors or executive officers has materially breached Marathon Oil’s “no solicitation” obligations under the merger agreement (as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation” beginning on page 92) (which we refer to as a “no solicitation breach termination event”).

Further, the merger agreement may be terminated by Marathon Oil:

•

if prior to, but not after, the approval of the merger proposal by Marathon Oil stockholders, to enter into a definitive agreement with respect to a superior proposal, provided that Marathon Oil has (i) complied in all material respects with its “no solicitation” obligations under the merger agreement as described in the section entitled “The Merger Agreement — No Solicitation; Changes of Recommendation” (beginning on page 92) and (ii) pays ConocoPhillips the termination fee as required under the merger agreement and described in the section entitled “The Merger Agreement — Termination — Termination Fees and Expenses” (beginning on page 111) (which we refer to as a “superior proposal termination event”).

Termination Fees and Expenses (page 111)

The merger agreement requires Marathon Oil to pay ConocoPhillips a termination fee of $557 million (which we refer to as the “termination fee”) if:

•

ConocoPhillips terminates the merger agreement due to a recommendation change by Marathon Oil’s board or due to a no solicitation breach termination event;

•

Marathon Oil terminates the merger agreement due to a superior proposal termination event; or

•

(i) (A) ConocoPhillips or Marathon Oil terminates the merger agreement due to a stockholder approval termination event and on or before the date of any such termination a competing proposal was publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven business days prior to the special meeting or (B) Marathon Oil or ConocoPhillips terminates the merger agreement due to an end date termination event or ConocoPhillips terminates the merger agreement due to a Marathon Oil breach termination event and following May 28, 2024 and on or before the date of any such termination a competing proposal has been announced, disclosed or otherwise communicated to the Marathon Oil board and not withdrawn without qualification at least seven business days prior to the date of such termination and (ii) within 12 months after the date of such termination, Marathon Oil enters into a definitive agreement with respect to a competing proposal (or publicly approves or recommends to the Marathon Oil stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a competing proposal) or consummates a competing proposal. For a further description of this provision, see the section entitled “The Merger Agreement — Termination — Termination Fees and Expenses” beginning on page 111.

The merger agreement also requires Marathon Oil to pay $86 million to ConocoPhillips for its transaction-related expenses (which we refer to as the “expense reimbursement fee”) if either Marathon Oil or ConocoPhillips terminates the merger agreement due to a stockholder approval termination event.

In no event will ConocoPhillips be entitled to receive more than one termination fee or more than one expense reimbursement fee. If ConocoPhillips receives a termination fee, it will not be entitled to receive an expense reimbursement fee. Any expense reimbursement fee paid by Marathon Oil will be credited against any termination fee that is or may eventually become payable by Marathon Oil.

Regulatory Approvals (page 70)

The completion of the merger is subject to the receipt of antitrust clearance in the United States and certain other foreign regulatory approvals. Under the HSR Act and the rules promulgated thereunder, the

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merger may not be completed until notification and report forms have been filed with the Federal Trade Commission (which we refer to as the “FTC”) and the Department of Justice (which we refer to as the “DOJ”) and the applicable waiting period (or any extension of such waiting period) has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. After the expiration of the initial waiting period (or the re-started initial waiting period), the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (which we refer to as a “second request”). If a second request is issued, the parties may not complete the merger until they substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier or extended by the parties.

On June 11, 2024, each of ConocoPhillips and Marathon Oil filed notification and report forms under the HSR Act with the FTC and the DOJ with respect to the merger. On July 11, 2024, ConocoPhillips and Marathon Oil each received a second request from the FTC in connection with the FTC’s review of the merger.

In addition, the German Federal Cartel Office (which we refer to as the “Bundeskartellamt”) and certain other non-U.S. governmental authorities must approve the merger. On July 16, 2024, ConcocoPhillips and Marathon Oil received clearance on the merger from the Bundeskartellamt.

For additional information, see the sections entitled “The Merger — Regulatory Approvals” beginning on page 70 and “The Merger Agreement — HSR and Other Regulatory Approvals” beginning on page 99.

Accounting Treatment of the Merger (page 77)

ConocoPhillips and Marathon Oil prepare their respective financial statements in accordance with GAAP. The accounting guidance for business combinations requires the use of the acquisition method of accounting for the merger, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. ConocoPhillips will be treated as the acquirer for accounting purposes.

Specific Performance; Remedies (page 112)

ConocoPhillips, Marathon Oil and Merger Sub have agreed that each will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

No Appraisal Rights (page 149)

No appraisal rights will be available to Marathon Oil stockholders with respect to the transactions contemplated by the merger agreement.

Material U.S. Federal Income Tax Consequences of the Merger (page 113)

Marathon Oil and ConocoPhillips intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is expected that U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 113) of shares of Marathon Oil common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of ConocoPhillips common stock in exchange for Marathon Oil common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of ConocoPhillips common stock. The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel or IRS ruling to that effect. However, in connection with the effectiveness of the registration statement of which this proxy statement/prospectus is a part, each of Kirkland & Ellis LLP, counsel to Marathon Oil, and Wachtell, Lipton, Rosen & Katz, counsel to ConocoPhillips, delivered a legal opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

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The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES AS A RESULT OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Litigation Relating to the Merger (page 78)

Although Marathon Oil and ConocoPhillips are not aware of any pending or threatened lawsuits relating to the transactions contemplated by the merger agreement as of the date of this proxy statement/prospectus, lawsuits arising out of the transactions contemplated by the merger agreement could be filed in the future.

As of the date of this proxy statement/prospectus, Marathon Oil has received demand letters from purported stockholders of Marathon Oil alleging deficiencies and/or omissions in the preliminary proxy statement/prospectus forming part of this registration statement. The demand letters seek additional disclosures to remedy these purported deficiencies. Marathon Oil and ConocoPhillips believe that the allegations in these letters are without merit.

Comparison of Stockholders’ Rights (page 138)

The rights of Marathon Oil stockholders who receive shares of ConocoPhillips common stock in the merger will be governed by the Amended and Restated Certificate of Incorporation of ConocoPhillips (which we refer to as the “ConocoPhillips certificate of incorporation”) and the Second Amended and Restated By-Laws of ConocoPhillips (which we refer to as the “ConocoPhillips bylaws”), rather than by the Restated Certificate of Incorporation of Marathon Oil (which we refer to as the “Marathon Oil certificate of incorporation”) and the Amended and Restated Bylaws of Marathon Oil (which we refer to as the “Marathon Oil bylaws”). As a result, Marathon Oil stockholders will have different rights once they become ConocoPhillips stockholders due to the differences in the organizational documents of Marathon Oil and ConocoPhillips. The key differences are described in the section entitled “Comparison of Stockholders’ Rights” beginning on page 138.

Listing of ConocoPhillips Common Stock; Delisting and Deregistration of Marathon Oil Shares (page 77)

If the merger is completed, the shares of ConocoPhillips common stock to be issued in the merger will be listed for trading on the NYSE, shares of Marathon Oil common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Marathon Oil will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

Comparative Market Price Data

The following table sets forth the closing sales prices per share of ConocoPhillips and Marathon Oil, respectively, on the NYSE on May 28, 2024, the last trading day prior to the public announcement of the merger, and on July 26, 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of Marathon Oil common stock as of the same two dates. The implied value for the merger consideration was calculated by multiplying the closing sales price of a share of ConocoPhillips common stock on the relevant date by the exchange ratio of 0.255 shares of ConocoPhillips common stock for each share of Marathon Oil common stock.

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The value of the merger consideration to be received in exchange for each share of Marathon Oil common stock will fluctuate with the market value of Marathon Oil common stock until the transaction is complete.

	ConocoPhillips Common Stock			Marathon Oil Common Stock			Implied per Share Value of Merger Consideration
May 28, 2024		$	118.96		$	26.45		$	30.33
July 26, 2024		$	110.86		$	27.87		$	28.27

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 37, Marathon Oil stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal to be considered and voted on at the special meeting. Marathon Oil stockholders should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in ConocoPhillips’ and Marathon Oil’s respective Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 157.

Because the exchange ratio is fixed and because the market price of ConocoPhillips common stock may fluctuate, Marathon Oil stockholders cannot be certain of the precise value of any merger consideration they may receive in the merger.

At the time the merger is completed, each issued and outstanding eligible share of Marathon Oil common stock will be converted into the right to receive the merger consideration of 0.255 shares of ConocoPhillips common stock. The exchange ratio for the merger consideration is fixed, and there will be no adjustment to the merger consideration for changes in the market price of ConocoPhillips common stock or Marathon Oil common stock prior to the completion of the merger. If the merger is completed, there will be a time lapse between each of the date of this proxy statement/prospectus, the date on which Marathon Oil stockholders vote to approve the merger proposal at the special meeting and the date on which Marathon Oil stockholders entitled to receive the merger consideration actually receive the merger consideration. The market value of shares of ConocoPhillips common stock may fluctuate during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in ConocoPhillips’ businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict, and in many cases, may be beyond the control of ConocoPhillips and Marathon Oil. Consequently, at the time Marathon Oil stockholders must decide whether to approve the merger proposal, they will not know the actual market value of any merger consideration they will receive when the merger is completed. The actual value of any merger consideration received by Marathon Oil stockholders at the completion of the merger will depend on the market value of the shares of ConocoPhillips common stock at that time. This market value may differ, possibly materially, from the market value of shares of ConocoPhillips common stock at the time the merger agreement was entered into or at any other time. Marathon Oil stockholders should obtain current stock quotations for shares of ConocoPhillips common stock before voting their shares of Marathon Oil common stock. For additional information about the merger consideration, see the sections entitled “The Merger — Merger Consideration” beginning on page 48 and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80.

The market price of ConocoPhillips common stock will continue to fluctuate after the merger.

Upon completion of the merger, holders of Marathon Oil common stock who receive merger consideration will become holders of shares of ConocoPhillips common stock. The market price of ConocoPhillips common stock may fluctuate significantly following completion of the merger and holders of Marathon Oil common stock could lose some or all of the value of their investment in ConocoPhillips common stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the ConocoPhillips common stock, regardless of ConocoPhillips’ actual operating performance.

The market price of ConocoPhillips common stock may be affected by factors different from those that historically have affected Marathon Oil common stock.

Upon completion of the merger, holders of Marathon Oil common stock who receive merger consideration will become holders of ConocoPhillips common stock. The businesses of ConocoPhillips differ from those of Marathon Oil in certain respects, and, accordingly, the financial position or results of operations and/or cash flows of ConocoPhillips after the merger, as well as the market price of ConocoPhillips

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common stock, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of Marathon Oil. Following the completion of the merger, Marathon Oil will be part of a larger company, so decisions affecting Marathon Oil may be made in respect of the larger combined business as a whole rather than the Marathon Oil businesses individually. For a discussion of the businesses of ConocoPhillips and Marathon Oil and of some important factors to consider in connection with those businesses, see the section entitled “Information about the Companies” beginning on page 40 and the documents incorporated by reference in the section entitled “Where You Can Find More Information” beginning on page 157 including, in particular, the risk factors discussed in each of ConocoPhillips’ and Marathon Oil’s Annual Reports on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q.

Marathon Oil stockholders will have a reduced ownership and voting interest in the combined company after the merger compared to their ownership in Marathon Oil and will exercise less influence over management.

Currently, Marathon Oil stockholders have the right to vote in the election of the Marathon Oil board and the power to approve or reject any matters requiring stockholder approval under Delaware law and the Marathon Oil certificate of incorporation and bylaws. Upon completion of the merger, each Marathon Oil stockholder who receives shares of ConocoPhillips common stock in the merger will become a stockholder of ConocoPhillips with a percentage ownership of ConocoPhillips that is smaller than the Marathon Oil stockholder’s current percentage ownership of Marathon Oil. Based on the number of issued and outstanding shares of ConocoPhillips common stock and shares of Marathon Oil common stock as of May 28, 2024 and the exchange ratio of 0.255, after the merger Marathon Oil stockholders are expected to become owners of approximately 11% of the outstanding shares of ConocoPhillips common stock. Even if all former Marathon Oil stockholders voted together on all matters presented to ConocoPhillips stockholders from time to time, the former Marathon Oil stockholders would exercise significantly less influence over ConocoPhillips after the completion of the merger relative to their influence over Marathon Oil prior to the completion of the merger, and thus would have a less significant impact on the approval or rejection of future ConocoPhillips proposals submitted to a stockholder vote.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 107. These conditions to the completion of the merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed. Many of the conditions to completion of the merger are not within either Marathon Oil’s or ConocoPhillips’ control, and neither company can predict when, or if, these conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the merger for a significant period of time or prevent the merger from occurring. Any delay in completing the merger may adversely affect the cost savings and other benefits that the companies expect to achieve if the merger and the integration of the companies’ respective businesses are not completed within the expected time frame.

In addition, if the merger is not completed by the end date (as defined in the section entitled “The Merger Agreement — Termination” beginning on page 109) either ConocoPhillips or Marathon Oil may choose not to proceed with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, ConocoPhillips and Marathon Oil may elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement — Termination” beginning on page 109.

The merger agreement limits Marathon Oil’s ability to pursue alternatives to the merger, may discourage certain other companies from making favorable alternative transaction proposals and, in specified circumstances, could require Marathon Oil to pay ConocoPhillips a termination fee or expense reimbursement fee.

The merger agreement contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to Marathon Oil’s stockholders than the merger or may result in a potential competing acquirer of Marathon Oil proposing to pay a lower per share price to

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acquire Marathon Oil than it might otherwise have proposed to pay. These provisions include a general prohibition on Marathon Oil from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Marathon Oil board, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction and ConocoPhillips generally has a right to match any competing proposals that may be made. Further, even if the Marathon Oil board withholds, withdraws, qualifies or modifies its recommendation with respect to the merger proposal, unless the merger agreement has been terminated in accordance with its terms, Marathon Oil will still have an obligation to submit the merger proposal to a vote by its stockholders. The merger agreement further provides that under specified circumstances, including after a change of recommendation by the Marathon Oil board and a subsequent termination of the merger agreement by ConocoPhillips in accordance with its terms or a termination by Marathon Oil to enter into a definitive agreement with respect to a superior proposal, Marathon Oil must pay ConocoPhillips a termination fee. Additionally, in other circumstances, even if Marathon Oil is not required to pay a termination fee, it could still be required to pay ConocoPhillips the expense reimbursement fee.

If the merger agreement is terminated and Marathon Oil determines to seek another business combination, Marathon Oil may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

For additional information, see the sections entitled “The Merger Agreement — No Solicitation; Changes of Recommendation” beginning on page 92 and “The Merger Agreement — Termination” beginning on page 109.

Failure to complete the merger could negatively impact the price of shares of Marathon Oil common stock, as well as Marathon Oil’s future businesses and financial results.

The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 107. There can be no assurance that all of the conditions to the completion of the merger will be so satisfied or waived. If these conditions are not satisfied or waived, ConocoPhillips and Marathon Oil will be unable to complete the merger.

If the merger is not completed for any reason, including the failure to receive the required approval of the Marathon Oil stockholders, Marathon Oil’s business and financial results may be adversely affected, including as follows:

•

Marathon Oil may experience negative reactions from the financial markets, including negative impacts on the market price of Marathon Oil common stock;

•

the manner in which industry contacts, business partners and other third parties perceive Marathon Oil may be negatively impacted, which in turn could affect Marathon Oil’s marketing operations or its ability to compete for new business or obtain renewals in the marketplace more broadly;

•

Marathon Oil may experience negative reactions from employees; and

•

Marathon Oil will have expended time and resources that could otherwise have been spent on its existing business and the pursuit of other opportunities that could have been beneficial to the company, and Marathon Oil’s ongoing business and financial results may be adversely affected.

In addition to the above risks, if the merger agreement is terminated and the Marathon Oil board seeks an alternative transaction, Marathon Oil’s stockholders cannot be certain that Marathon Oil will be able to find a party willing to engage in a transaction on more attractive terms than the merger. If the merger agreement is terminated under specified circumstances, Marathon Oil may be required to pay ConocoPhillips a termination fee or expense reimbursement fee. For a description of these circumstances, see the section entitled “The Merger Agreement — Termination” beginning on page 109.

In order to complete the merger, ConocoPhillips and Marathon Oil must make certain governmental filings and obtain certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions to the parties, the closing of the merger may be jeopardized or the anticipated benefits of the merger could be reduced.

The closing of the merger is conditioned upon the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act and any applicable waiting period, clearance or

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affirmative or deemed approval of any governmental entity or other condition with respect to certain non-U.S. antitrust approvals having expired or been terminated, or been obtained or satisfied, as applicable. Although ConocoPhillips and Marathon Oil have agreed in the merger agreement to use their reasonable best efforts to make certain governmental filings or obtain the required governmental authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or that the relevant authorizations will be obtained. In addition, the Bundeskartellamt and certain other non-U.S. governmental authorities with or from which these authorizations are required have broad discretion in administering the governing regulations. Adverse developments in ConocoPhillips’ or Marathon Oil’s regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally could affect whether and when required governmental authorizations are granted. As a condition to authorization of the merger, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of ConocoPhillips’ business after completion of the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the closing of the merger or imposing additional material costs on or materially limiting the revenues of the combined company following the merger, or otherwise adversely affecting ConocoPhillips’ businesses and results of operations after completion of the merger. In addition, there can be no assurance that these terms, obligations or restrictions will not result in the delay or abandonment of the merger. For additional information, see the sections entitled “The Merger — Regulatory Approvals” beginning on page 70 and “The Merger Agreement — HSR and Other Regulatory Approvals” beginning on page 99.

ConocoPhillips and Marathon Oil will be subject to business uncertainties while the merger is pending, which could adversely affect their respective businesses.

Uncertainty about the effect of the merger on employees, industry contacts and business partners may have an adverse effect on ConocoPhillips and Marathon Oil. These uncertainties may impair ConocoPhillips’ and Marathon Oil’s ability to attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter and could cause industry contacts, business partners and others that deal with ConocoPhillips and Marathon Oil to seek to change their existing business relationships with ConocoPhillips and Marathon Oil, respectively. Employee retention at Marathon Oil may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their roles with ConocoPhillips following the merger. In addition, the merger agreement restricts Marathon Oil from entering into certain corporate transactions and taking other specified actions without the consent of ConocoPhillips, and generally requires each party to continue its operations in the ordinary course, until completion of the merger. These restrictions may prevent ConocoPhillips and Marathon Oil from pursuing attractive business opportunities that may arise prior to the completion of the merger. The foregoing may negatively affect the businesses, operations and financial results of each party during the pendency of the merger and may continue to affect the combined company following the completion of the merger. For a description of the restrictive covenants to which ConocoPhillips and Marathon Oil are subject, see the section entitled “The Merger Agreement — Interim Operations of Marathon Oil and ConocoPhillips Pending the Merger” beginning on page 87.

Directors and executive officers of Marathon Oil may have interests in the merger that are different from, or in addition to, the interests of Marathon Oil stockholders.

Directors and executive officers of Marathon Oil may have interests in the merger that are different from, or in addition to, the interests of Marathon Oil stockholders generally. These interests include, among others, the treatment of outstanding equity and equity-based awards pursuant to the merger agreement, potential severance and other benefits upon a qualifying termination in connection with the merger and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled “The Merger — Interests of Marathon Oil Directors and Executive Officers in the Merger” beginning on page 72. The Marathon Oil board was aware of and carefully considered the interests of its directors and officers, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in making its recommendation that Marathon Oil stockholders vote “FOR” the

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approval of the merger proposal, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the adjournment proposal.

The merger may not be accretive, and may be dilutive, to ConocoPhillips’ earnings per share, which may negatively affect the market price of ConocoPhillips common stock.

Because shares of ConocoPhillips common stock will be issued in the merger, it is possible that, although ConocoPhillips currently expects the merger to be accretive to earnings per share, the merger may be dilutive to ConocoPhillips’ earnings per share. This outcome could negatively affect the market price of ConocoPhillips common stock. The issuance of new shares of ConocoPhillips common stock in connection with the merger could have the effect of depressing the market price of ConocoPhillips common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, ConocoPhillips’ earnings per share could cause the price of shares of ConocoPhillips common stock to decline or increase at a reduced rate.

ConocoPhillips and Marathon Oil will incur significant transaction and merger-related costs in connection with the merger, which may be in excess of those anticipated by ConocoPhillips or Marathon Oil.

Each of ConocoPhillips and Marathon Oil has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees.

ConocoPhillips and Marathon Oil will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. ConocoPhillips and Marathon Oil will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although ConocoPhillips and Marathon Oil each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow ConocoPhillips and Marathon Oil to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see the risk factor entitled “— The integration of Marathon Oil into ConocoPhillips may not be as successful as anticipated” below. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of ConocoPhillips following the completion of the merger. Many of these costs will be borne by Marathon Oil even if the merger is not completed.

Lawsuits may be filed against Marathon Oil, ConocoPhillips, Merger Sub and the members of the Marathon Oil and ConocoPhillips boards in connection with the merger. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the merger and/or substantial costs to ConocoPhillips and Marathon Oil.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ConocoPhillips’ and Marathon Oil’s respective liquidity and financial condition.

One of the conditions to the closing of the merger is that no injunction by any governmental entity having jurisdiction over ConocoPhillips, Marathon Oil or Merger Sub has been entered and continues to be in effect and no law has been adopted, in either case that prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, that injunction may

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delay or prevent the merger from being completed within the expected timeframe or at all, which may adversely affect ConocoPhillips’ and Marathon Oil’s respective business, financial position and results of operations. Even if such injunction is eventually lifted and the merger is later completed, the resulting delays and costs incurred may continue to affect the combined company following the completion of the merger.

Additionally, there can be no assurance that any of the defendants will be successful in the outcome any potential lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

The opinion of Marathon Oil’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Marathon Oil has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained an updated opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of ConocoPhillips or Marathon Oil, general market and economic conditions and other factors that may be beyond the control of Marathon Oil, and on which Marathon Oil’s financial advisor’s opinion was based, may significantly alter the value of ConocoPhillips or Marathon Oil or the prices of the shares of ConocoPhillips common stock or of the shares of Marathon Oil common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed nor as of any date other than the date of the opinion. Because Marathon Oil does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration, from a financial point of view at the time the merger is completed. The Marathon Oil board’s recommendation that Marathon Oil stockholders vote “FOR” the approval of the merger proposal, the non-binding compensation advisory proposal and the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Marathon Oil received from its financial advisor, see the section entitled “The Merger — Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor” beginning on page 58. A copy of the opinion of Morgan Stanley, Marathon Oil’s financial advisor, is attached as Annex B and is incorporated by reference herein in its entirety.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Marathon Oil is a party.

The completion of the merger may trigger change in control or other provisions in certain agreements to which Marathon Oil is a party. If ConocoPhillips and Marathon Oil are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if ConocoPhillips and Marathon Oil are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Marathon Oil. Termination of such agreements, payments of fees and other expenses incurred in connection with change of control or other provisions triggered as a result of the merger may negatively affect Marathon Oil’s business, operations and financial results prior to the completion of the merger and many continue to negatively affect the combined company following the completion of the merger.

Shares of ConocoPhillips common stock received by Marathon Oil stockholders as a result of the merger will have different rights from shares of Marathon Oil common stock.

Upon completion of the merger, Marathon Oil stockholders will no longer be stockholders of Marathon Oil, and Marathon Oil stockholders who receive merger consideration will become ConocoPhillips stockholders. There will be important differences between the current rights of Marathon Oil stockholders and the rights to which such stockholders will be entitled as ConocoPhillips stockholders. For a discussion of the different rights associated with shares of ConocoPhillips common stock, see the section entitled “Comparison of Stockholders’ Rights” beginning on page 138.

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Marathon Oil stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, holders of shares of Marathon Oil common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger.

Marathon Oil may waive one or more of the closing conditions without re-soliciting stockholder approval.

Marathon Oil may determine to waive, in whole or part, one or more of the conditions to closing prior to Marathon Oil being obligated to consummate the merger. Any determination whether to waive any conditions to closing, or to re-solicit stockholder approval to amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made by Marathon Oil at the time of such waiver based on the facts and circumstances as they exist at that time.

The combined company’s debt may limit its financial flexibility.

As of March 31, 2024, ConocoPhillips had approximately $18.4 billion of outstanding indebtedness, consisting of amounts outstanding under its unsubordinated notes and commercial paper program supported by its existing credit facility. As of March 31, 2024, Marathon Oil had approximately $5.46 billion of outstanding indebtedness, consisting of amounts outstanding under its (i) 4.400% senior notes due 2027, 5.300% senior notes due 2029, 6.800% senior notes due 2032, 5.700% senior notes due 2034, 6.600% senior notes due 2037 and 5.200% senior notes due 2045 (which we refer to collectively as the “Marathon Oil Notes”), (ii) commercial paper program, (iii) series 2017 revenue refunding bonds issued by the Parish of St. John the Baptist, State of Louisiana, and in connection with which Marathon Oil has agreed to make payments sufficient to pay the principal and interest thereon (which we refer to as the “Marathon Municipal Bonds”) and (iv) revolving credit facility. ConocoPhillips expects Marathon Oil’s commercial paper program and revolving credit facility to be terminated in connection with the consummation of the merger. ConocoPhillips expects that the Marathon Oil Notes and the Marathon Municipal Bonds will remain outstanding or that it will commence exchange offers and consent solicitations in connection therewith. For a more detailed discussion, see “The Merger Agreement — Treatment of Indebtedness.”

ConocoPhillips’ pro forma indebtedness as of March 31, 2024, assuming consummation of the merger had occurred on such date and the assumption of the Marathon Oil Notes, the Marathon Municipal Bonds remaining outstanding and the extinguishment of the Marathon Oil revolving credit facility and commercial paper program in connection therewith, is approximately $23.4 billion, representing an increase in comparison to ConocoPhillips’ indebtedness on a recent historical basis. Any increase in ConocoPhillips’ indebtedness could have adverse effects on its financial condition and results of operations, including:

•

imposing additional cash requirements on ConocoPhillips in order to support interest payments, which reduces the amount ConocoPhillips has available to fund its operations and other business activities;

•

increasing the risk that ConocoPhillips may default on its debt obligations;

•

increasing ConocoPhillips’ vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business;

•

limiting ConocoPhillips’ ability to sell assets, engage in strategic transactions or obtain additional financing for working capital, capital expenditures, general corporate and other purposes;

•

limiting ConocoPhillips’ flexibility in planning for or reacting to changes in its business and the industry in which it operates; and

•

increasing ConocoPhillips’ exposure to a rise in interest rates, which will generate greater interest expense to the extent ConocoPhillips does not have applicable interest rate fluctuation hedges.

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The unaudited pro forma combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the merger. Future results of ConocoPhillips or Marathon Oil may differ, possibly materially, from the unaudited pro forma combined financial information presented in this proxy statement/prospectus.

The unaudited pro forma combined financial statements contained in this proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of ConocoPhillips and Marathon Oil prior to the merger or that of the combined company following the merger for several reasons. Specifically, the unaudited pro forma combined financial statements do not reflect the effect of any potential divestitures that may occur prior to or subsequent to the completion of the merger, integration costs or any changes in ConocoPhillips’ debt to capitalization ratio following the completion of the merger. For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements” beginning on page 116. In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by ConocoPhillips. The actual financial positions and results of operations of ConocoPhillips and Marathon Oil prior to the merger and that of the combined company following the merger may be different, possibly materially, from the unaudited pro forma combined financial statements included in this proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements included in this proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of ConocoPhillips common stock may cause a significant change in the purchase price used for ConocoPhillips’ accounting purposes and the unaudited pro forma financial statements contained in this proxy statement/prospectus.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “The Merger — Marathon Oil Unaudited Forecasted Financial Information” beginning on page 66 were based on assumptions of, and information available to, Marathon Oil’s management, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Marathon Oil’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Marathon Oil’s estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Marathon Oil’s financial estimates were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and Marathon Oil does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates of Marathon Oil included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Marathon Oil. Moreover, neither Marathon Oil’s independent accountants nor any other independent accountants, have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying financial estimates and, accordingly, independent accountants do not express an opinion or any other form of assurance with respect thereto. The reports of such independent accountants incorporated by reference herein relate to the previously issued financial statements of the entities named in those reports. Such reports do not extend to the financial estimates and should not be read to do so. For more information, see the section entitled “The Merger — Marathon Oil Unaudited Forecasted Financial Information” beginning on page 66.

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The integration of Marathon Oil into ConocoPhillips may not be as successful as anticipated.

The merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired businesses, and uncertainties related to design, operation and integration of Marathon Oil’s internal control over financial reporting. Difficulties in integrating Marathon Oil into ConocoPhillips may result in Marathon Oil performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. ConocoPhillips’ and Marathon Oil’s existing businesses could also be negatively impacted by the merger. Potential difficulties that may be encountered in the integration process include, among other factors:

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the inability to successfully integrate the businesses of Marathon Oil into ConocoPhillips in a manner that permits ConocoPhillips to achieve the full revenue and cost savings anticipated from the merger;

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complexities associated with managing the larger, more complex, integrated business;

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not realizing anticipated operating synergies;

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integrating personnel from the two companies and the loss of key employees;

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potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger;

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integrating relationships with industry contacts and business partners;

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performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the merger and integrating Marathon Oil’s operations into ConocoPhillips; and

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the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.

The combined company’s results may suffer if it does not effectively manage its expanded operations following the merger.

Following completion of the merger, the combined company’s success will depend, in part, on ConocoPhillips’ ability to manage the expansion resulting from the merger, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Marathon Oil into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

Even if ConocoPhillips and Marathon Oil complete the merger, the combined company may fail to realize all of the anticipated benefits of the merger.

The success of the merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and cost savings from combining ConocoPhillips’ and Marathon Oil’s businesses, including operational and other synergies. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that ConocoPhillips and Marathon Oil do not currently foresee. Some of the assumptions that ConocoPhillips has made, such as the achievement of operating synergies, may not be realized. The integration process may, for each of ConocoPhillips and Marathon Oil, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the merger that were not discovered in the course of performing due diligence. The foregoing may negatively affect the combined company’s ongoing business, operations and financial results following the completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

ConocoPhillips and Marathon Oil are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the merger

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and the combined company’s success after the merger will depend in part upon the ability of ConocoPhillips and Marathon Oil to retain key management personnel and other key employees. Current and prospective employees of ConocoPhillips and Marathon Oil may experience uncertainty about their roles within the combined company following the merger, which may have an adverse effect on the ability of each of ConocoPhillips and Marathon Oil to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of ConocoPhillips and Marathon Oil to the same extent that ConocoPhillips and Marathon Oil have previously been able to attract or retain their own employees.

The market price of ConocoPhillips common stock may decline in the future as a result of the sale of shares of ConocoPhillips common stock held by former Marathon Oil stockholders or current ConocoPhillips stockholders.

Following their receipt of shares of ConocoPhillips common stock as merger consideration in the merger, former Marathon Oil stockholders may seek to sell the shares of ConocoPhillips common stock delivered to them, and the merger agreement contains no restriction on the ability of former Marathon Oil stockholders to sell such shares of ConocoPhillips common stock following completion of the merger. Other ConocoPhillips stockholders may also seek to sell shares of ConocoPhillips common stock held by them following, or in anticipation of, completion of the merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of ConocoPhillips common stock, may affect the market for, and the market price of, ConocoPhillips common stock in an adverse manner.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

The merger will be accounted for as an acquisition by ConocoPhillips in accordance with accounting principles generally accepted in the United States (which we refer to as “GAAP”). Under the acquisition method of accounting, the assets and liabilities of Marathon Oil and its subsidiaries will be recorded, as of completion, at their respective fair values and added to those of ConocoPhillips. The reported financial condition and results of operations of ConocoPhillips for periods after completion of the merger will reflect Marathon Oil balances and results after completion of the merger but will not be restated retroactively to reflect the historical financial position or results of operations of Marathon Oil and its subsidiaries for periods prior to the merger. For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements” beginning on page 116.

Under the acquisition method of accounting, the total purchase price will be allocated to Marathon Oil’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the merger. The excess of the purchase price over those fair values will be recorded as goodwill. ConocoPhillips and Marathon Oil expect that the merger may result in the creation of goodwill based upon the application of the acquisition method of accounting. To the extent goodwill or intangibles are recorded and the values become impaired, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Following the completion of the merger, ConocoPhillips may incorporate Marathon Oil’s hedging activities into ConocoPhillips’ business, and ConocoPhillips may be exposed to additional commodity price risks arising from such hedges.

To mitigate its exposure to changes in commodity prices, Marathon Oil hedges oil, natural gas and NGL prices from time to time, primarily through the use of certain derivative instruments. If ConocoPhillips assumes existing Marathon Oil hedges or hedges that Marathon Oil enters into prior to the completion of the merger, ConocoPhillips will bear the economic impact of all of Marathon Oil’s hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from the combined company’s expectations and, as a result, such hedges may or may not have a negative impact on ConocoPhillips’ business.

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Risks Relating to ConocoPhillips’ Business

Because Marathon Oil stockholders will become ConocoPhillips stockholders following the completion of the merger, they should carefully read and consider the risk factors specific to ConocoPhillips, as these factors will affect the combined company after the completion of the merger. These risks are described in Part I, Item 1A of ConocoPhillips’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in Part II, Item 1A of ConocoPhillips’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 157.

Risks Relating to Marathon Oil’s Business

You should read and consider the risk factors specific to Marathon Oil, as these factors could continue to affect the combined company after the completion of the merger. These risks are described in Part I, Item 1A of Marathon Oil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in Part II, Item 1A of Marathon Oil’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 157.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, and the documents to which Marathon Oil and ConocoPhillips refer you in this proxy statement/prospectus, include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this proxy statement/prospectus that address activities, events or developments that Marathon Oil or ConocoPhillips expects, believes or anticipates will or may occur in the future are forward-looking statements. These may include, among others, statements relating to future events and anticipated results of operations and business strategies, the merger, including the anticipated benefits of the merger, the anticipated impact of the merger on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for merger and aspects of operations or operating. Words and phrases such as “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, Marathon Oil or ConocoPhillips expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond Marathon Oil’s and ConocoPhillips’ control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in any forward-looking statements. The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those included in this proxy statement/prospectus:

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uncertainties as to the timing to consummate the merger, including the possibility that the merger is delayed or does not occur at all and the impact of such outcome on the share price of Marathon Oil’s common stock, as well as its business and financial results;

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the risk that a condition to closing of the transaction may not be satisfied in a timely manner or at all, including risks associated with the ability of ConocoPhillips and Marathon Oil to obtain the required Marathon Oil stockholder approval and certain governmental authorizations (including the risk that governmental authorities impose conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger);

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the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

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the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of ConocoPhillips common stock;

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uncertainty about the effect of the merger on the businesses of ConocoPhillips and Marathon Oil while the merger is pending;

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the incurrence of significant transaction and merger-related costs in connection with the merger, which may be in excess of those anticipated by ConocoPhillips or Marathon Oil;

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the risk that litigation against Marathon Oil, ConocoPhillips and the members of their respective boards may arise in connection with the merger;

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the ability to successfully integrate Marathon Oil’s businesses and technologies;

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the risk that the expected benefits and synergies of the merger may not be fully achieved in a timely manner, or at all;

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the risk that ConocoPhillips or Marathon Oil will be unable to retain and hire key personnel;

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the risk that the conditions to the merger are not satisfied on a timely basis or at all or the failure of the merger to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment;

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the risk that any consent or authorization that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;

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unanticipated difficulties or expenditures relating to the merger, including the response of business partners and retention as a result of the announcement and pendency of the merger;

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uncertainty as to the long-term value of ConocoPhillips common stock;

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the diversion of management time on merger-related matters;

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the inability to realize anticipated cost savings and capital expenditure reductions in connection with the merger;

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rating agency actions and ConocoPhillips’ and Marathon Oil’s ability to access short- and long-term debt markets on a timely and affordable basis;

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changes in commodity prices, including a prolonged decline in these prices relative to historical or future expected levels;

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global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraine and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by Organization of Petroleum Exporting Countries and other producing countries and the resulting company or third-party actions in response to such changes;

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insufficient liquidity or other factors that could impact ConocoPhillips’ ability to repurchase shares and declare and pay dividends such that ConocoPhillips suspends its share repurchase program and reduces, suspends or totally eliminates dividend payments in the future, whether variable or fixed; changes in expected levels of oil and gas reserves or production;

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potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities;

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legislative and regulatory initiatives addressing global climate change or other environmental concerns;

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public health crises, including pandemics (such as COVID-19) and epidemics and any impacts or related company or government policies or actions; investment in and development of competing or alternative energy sources;

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potential failures or delays in delivering on ConocoPhillips’ current or future low-carbon strategy, including ConocoPhillips’ inability to develop new technologies; disruptions or interruptions impacting the transportation for ConocoPhillips’ or Marathon Oil’s oil and gas production;

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international monetary conditions and exchange rate fluctuations;

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changes in international trade relationships or governmental policies, including the imposition of price caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation of ConocoPhillips’ or Marathon Oil’s business, including any sanctions imposed as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East;

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ConocoPhillips’ ability to collect payments when due, including ConocoPhillips’ ability to collect payments from the government of Venezuela or PDVSA;

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ConocoPhillips’ ability to complete any other announced or any other future dispositions or acquisitions on time, if at all;

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the possibility that regulatory approvals for any other announced or any future dispositions or any other acquisitions will not be received on a timely basis, if at all, or that such approvals may require modification to the terms of those transactions or ConocoPhillips’ remaining business;

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business disruptions following any announced or future dispositions or other acquisitions, including the diversion of management time and attention;

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the ability to deploy net proceeds from ConocoPhillips’ announced or any future dispositions in the manner and timeframe anticipated, if at all;

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potential liability for remedial actions under existing or future environmental regulations;

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potential liability resulting from pending or future litigation;

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the impact of competition and consolidation in the oil and gas industry;

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limited access to capital or insurance or significantly higher cost of capital or insurance related to illiquidity or uncertainty in the domestic or international financial markets or investor sentiment;

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general domestic and international economic and political conditions or developments, including as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East;

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changes in fiscal regime or tax, environmental and other laws applicable to ConocoPhillips’ or Marathon Oil’s businesses;

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disruptions resulting from accidents, extraordinary weather events, civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraints or disruptions;

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economic, business, competitive and/or regulatory factors affecting ConocoPhillips’ or Marathon Oil’s businesses generally as set forth in their filings with the SEC; and

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the other risk factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 26.

All of the forward-looking statements ConocoPhillips and Marathon Oil make in this proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained under this heading and the information detailed in ConocoPhillips’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and ConocoPhillips’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, Current Reports on Form 8-K and other filings ConocoPhillips makes with the SEC, which are incorporated herein by reference, and in Marathon Oil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Marathon Oil’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, Current Reports on Form 8-K and other filings Marathon Oil makes with the SEC, which are incorporated herein by reference.

For additional information, see the sections entitled “Risk Factors” beginning on page 26 and “Where You Can Find More Information” beginning on page 157.

Except as required by law, neither ConocoPhillips nor Marathon Oil undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus (or, if applicable, the dates indicated in such statement).

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INFORMATION ABOUT THE COMPANIES

ConocoPhillips

925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

Marathon Oil Corporation

990 Town and Country Boulevard
Houston, Texas 77024
Phone: (713) 629-6600

Puma Merger Sub Corp.

c/o ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

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SPECIAL MEETING OF MARATHON OIL STOCKHOLDERS

Date, Time and Place

The special meeting will be held on August 29, 2024, at 8:00 a.m., Central Time, in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024. This proxy statement/prospectus is first being furnished to the Marathon Oil stockholders on or about July 29, 2024.

Purpose of the Special Meeting

The purpose of the special meeting is to consider and vote on:

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the merger proposal;

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the non-binding compensation advisory proposal; and

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the adjournment proposal.

Marathon Oil will transact no other business at the special meeting.

Recommendation of the Marathon Oil Board of Directors

The Marathon Oil board unanimously recommends that Marathon Oil stockholders vote:

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“FOR” the merger proposal;

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“FOR” the non-binding compensation advisory proposal; and

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“FOR” the adjournment proposal.

For additional information on the recommendation of the Marathon Oil board, see the section entitled “The Merger — Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger” beginning on page 54.

Record Date and Outstanding Shares of Marathon Oil Common Stock

Quorum; Abstentions and Broker Non-Votes

A quorum of Marathon Oil stockholders is necessary to hold a valid meeting. The presence at the special meeting, in person or by proxy, of the holders of at least one-third of the outstanding shares of Marathon Oil common stock entitled to vote at the special meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for any of the proposals or vote to “ABSTAIN” in respect of each proposal, your shares of Marathon Oil common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the special meeting.

Marathon Oil common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Marathon Oil common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

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A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on the merger proposal, the non-binding compensation advisory proposal or the adjournment proposal. Because the only proposals for consideration at the special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Marathon Oil board (i.e., “FOR” all of the proposals).

Required Vote

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Marathon Oil common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote.

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote.

The merger proposal, the non-binding compensation advisory proposal and the adjournment proposal are described in the section entitled “Marathon Oil Proposals” beginning on page 46.

Methods of Voting

Marathon Oil stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may vote on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Marathon Oil stockholders of record may vote their shares in person at the special meeting or by submitting their proxies:

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by phone (following the instructions by the deadline specified on the proxy card);

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by the Internet (following the instructions by the deadline specified on the proxy card); or

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by completing, signing and returning your proxy or voting instruction card via mail. For shares held by registered holders directly, your proxy card must be received by August 28, 2024 and, for shares held in the Marathon Oil Company Thrift Plan, your proxy card must be received by August 26, 2024.

Marathon Oil stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Voting at the Special Meeting

The special meeting will be held on August 29, 2024, at 8:00 a.m., Central Time, in the Level 6 Auditorium of One MRO, located at 990 Town & Country Blvd in Houston, Texas 77024. Check-in will begin at

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7:00 a.m. Central Time. You must bring valid picture identification, such as a driver’s license or passport and provide proof of stock ownership as of the record date. If your shares are held in the name of a bank, broker, or other nominee and you plan to attend the special meeting, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting and, in order to be admitted you must present proof of your ownership of the Marathon Oil common stock, such as a bank or brokerage account statement, indicating that you owned shares of Marathon Oil common stock at the close of business on the record date. Please allow time for check-in procedures.

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, THE MARATHON OIL BOARD RECOMMENDS THAT YOU VOTE YOUR SHARES IN ADVANCE AS DESCRIBED BELOW TO ENSURE THAT YOUR VOTE WILL BE COUNTED EVEN IF YOU LATER DECIDE NOT TO ATTEND THE SPECIAL MEETING.

Voting by Proxy

Whether you hold your shares of Marathon Oil common stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the special meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card.

Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Marathon Oil common stock, you may contact the Marathon Oil proxy solicitor toll-free at (877) 687-1865, or for brokers and banks, collect at (212) 750-5833.

Adjournment

Marathon Oil stockholders may be asked to vote to approve the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the merger proposal. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting. In a subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Under the terms of the merger agreement, Marathon Oil may not, without the prior written consent of ConocoPhillips (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the special meeting; provided that Marathon Oil may, notwithstanding the foregoing, without the prior written consent of ConocoPhillips, and must if requested by ConocoPhillips, adjourn or postpone the special meeting (i) if, after consultation with ConocoPhillips, Marathon Oil believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (A) solicit additional proxies in favor of the merger proposal or (B) distribute any supplement or amendment to this proxy statement/prospectus, the distribution of which the Marathon Oil board has determined in good faith to be necessary under applicable law after consultation with, and taking into account the advice of, outside legal counsel or (ii) for an absence of a quorum, and Marathon Oil must use its reasonable best efforts to obtain such a quorum as promptly as practicable. Notwithstanding the foregoing, (i) Marathon Oil may not, without the prior written consent of ConocoPhillips (such consent not to be unreasonably withheld, conditioned or delayed) postpone or adjourn the special meeting (A) more than a total of three times pursuant to the foregoing or (B) for a period exceeding 10 business days in the aggregate pursuant to the foregoing; and (ii) if the special meeting is postponed or adjourned, Marathon Oil must reconvene the special meeting at the earliest practicable date on which it reasonably expects to have sufficient affirmative votes for approval of the merger proposal; and provided, further that the special meeting may not be adjourned or postponed to a date on or after three business prior to the end date.

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Revocability of Proxies

If you are a stockholder of record of Marathon Oil, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the special meeting in one of the following ways:

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submit a new proxy card bearing a later date;

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vote again by phone or the Internet at a later time;

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give written notice before the special meeting to Marathon Oil’s Shareholder Services Office at 990 Town and Country Boulevard, Houston, Texas 77024 stating that you are revoking your proxy; or

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Proxy Solicitation Costs

The enclosed proxy card is being solicited by Marathon Oil and the Marathon Oil board. In addition to solicitation by mail, Marathon Oil’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Marathon Oil has retained the Marathon Oil proxy solicitor to assist in the solicitation process. Marathon Oil will pay the Marathon Oil proxy solicitor a fee of $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. Marathon Oil also has agreed to indemnify the Marathon Oil proxy solicitor against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Marathon Oil will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Marathon Oil common stock held of record by such nominee holders. Marathon Oil will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal Rights

Other Information

The matter to be considered at the special meeting is of great importance to the Marathon Oil stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement/prospectus and submit your proxy by phone or the Internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by phone or the Internet, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card or have questions regarding the special meeting, contact:

Innisfree M&A Incorporated
501 Madison Ave, 20th Floor
New York, New York 10022
Shareholders, please call toll-free: (877) 687-1865
Banks and Brokerage Firms, please call: (212) 750-5833

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Vote of Marathon Oil’s Directors and Executive Officers

Attending the Special Meeting

You are entitled to attend the special meeting only if you were a stockholder of record of Marathon Oil at the close of business on the record date or you held your shares of Marathon Oil beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy for the special meeting.

If your shares are held in the name of a bank, broker, or other nominee and you plan to attend the special meeting, in order to be admitted you must present proof of your beneficial ownership of the Marathon Oil common stock, such as a bank or brokerage account statement, indicating that you owned shares of Marathon Oil common stock at the close of business on the record date.

Results of the Special Meeting

Within four business days following the special meeting, Marathon Oil intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, Marathon Oil will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

MARATHON OIL STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER PROPOSAL, THE NON-BINDING COMPENSATION ADVISORY PROPOSAL AND THE ADJOURNMENT PROPOSAL.

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MARATHON OIL PROPOSALS

Merger Proposal

It is a condition to the completion of the merger that Marathon Oil stockholders approve the merger proposal. In the merger, each Marathon Oil stockholder will receive, for each eligible share of Marathon Oil common stock that is issued and outstanding as of immediately prior to the effective time of the merger, the merger consideration of 0.255 shares of ConocoPhillips common stock, further described in the sections entitled “The Merger — Merger Consideration” beginning on page 48 and “The Merger Agreement — Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 80.

The approval by such stockholders of this proposal is required by Section 251 of the DGCL and is a condition to the completion of the merger.

The Marathon Oil board unanimously recommends a vote “FOR” the merger proposal.

Non-Binding Compensation Advisory Proposal

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Marathon Oil is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Marathon Oil’s named executive officers that is based on or otherwise relates to the merger, as described in the section entitled “The Merger — Merger-Related Compensation” beginning on page 75. Accordingly, Marathon Oil stockholders are being provided the opportunity to cast an advisory vote on such payments.

As an advisory vote, this proposal is not binding upon Marathon Oil or the Marathon Oil board or ConocoPhillips or the ConocoPhillips board, and approval of this proposal is not a condition to completion of the merger and is a vote separate and apart from the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the non-binding compensation advisory proposal and vice versa. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with Marathon Oil’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the merger proposal is approved (subject only to the contractual conditions applicable thereto). However, Marathon Oil seeks the support of its stockholders and believes that stockholder support is appropriate as the executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger proposal from its early stages until consummation. Accordingly, holders of shares of Marathon Oil common stock are being asked to vote on the following resolution:

RESOLVED, that the stockholders of Marathon Oil Corporation approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of Marathon Oil Corporation that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger — Merger-Related Compensation.”

Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote.

The Marathon Oil board unanimously recommends a vote “FOR” the non-binding compensation advisory proposal.

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Adjournment Proposal

The adjourned meeting may take place without further notice other than by an announcement made at the special meeting. In a subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Marathon Oil common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, and broker non-votes and failure to vote will have no effect on the outcome of the vote.

The Marathon Oil board unanimously recommends a vote “FOR” the adjournment proposal.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Transaction Structure

At the effective time of the merger, Merger Sub will merge with and into Marathon Oil. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Marathon Oil will continue as the surviving corporation in the merger and as a wholly owned subsidiary of ConocoPhillips.

Merger Consideration

Marathon Oil stockholders will not be entitled to receive any fractional shares of ConocoPhillips common stock in the merger, and no Marathon Oil stockholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of ConocoPhillips common stock. Marathon Oil stockholders that would have otherwise been entitled to receive a fractional share of ConocoPhillips common stock will instead be entitled to receive, in lieu of fractional shares, an amount in cash, without interest, equal to the product of the volume weighted average price of ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P. multiplied by the fraction of a share of ConocoPhillips common stock to which the holder would otherwise be entitled.

Background of the Merger

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of ConocoPhillips and Marathon Oil. The following is a summary of the events leading up to the signing of the merger agreement and the key meetings, negotiations and discussions by and between ConocoPhillips and Marathon Oil and their respective advisors that preceded the public announcement of the merger. However, this summary does not purport to catalog every conversation or interaction among the representatives of ConocoPhillips, Marathon Oil and other parties.

The Marathon Oil board, in the ordinary course and consistent with its fiduciary duties, along with the Marathon Oil management team, continually evaluates Marathon Oil’s operations and future business prospects and its short- and long-term performance with a focus on enhancing Marathon Oil’s scale, durability and resilience and an objective of responsibly delivering leading cash returns to stockholders that are sustainable and resilient through all commodity price cycles. In connection with such ongoing evaluation, the Marathon Oil board and management team also review and assess potential strategic alternatives available to Marathon Oil, including merger and acquisition transactions and asset acquisitions and dispositions.

During the course of its evaluations, the Marathon Oil board considered whether various strategic actions, including business combination transactions, would be in the best interests of Marathon Oil and would enhance value for Marathon Oil stockholders. The Marathon Oil board utilized various metrics to evaluate potential opportunities, including relative valuation, financial accretion, balance sheet strength, durability of resource life, scale and industrial logic, and other counterparty specific metrics (including, but not limited to, an alignment on return of cash to shareholder models, portfolio diversity, production mix and execution excellence). From time to time, senior executives of Marathon Oil have had informal and preliminary conversations about potential strategic transaction opportunities with senior executives of other companies and have updated the Marathon Oil board regarding these interactions during regularly scheduled and special meetings of the Marathon Oil board. While the regularly scheduled meetings of the Marathon Oil board often included discussion of strategic alternatives, there is a particular focus during the annual May board meetings with respect to the evaluation of potential strategic transactions available to Marathon Oil that could improve the standalone Marathon Oil business case.

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In March 2023, Mr. Lee Tillman, Chairman, President and Chief Executive Officer of Marathon Oil, met with the chief executive officer of a publicly traded exploration and production (which we refer to as “E&P”) company (which we refer to as “Party A”) in the ordinary course and discussed, among other topics, their perspectives on developments in the oil and gas industry. Later that same month, the chief executive officer of Party A contacted Mr. Tillman to express Party A’s interest in a potential strategic transaction with Marathon Oil. Over the following several weeks, Mr. Tillman and the chief executive officer of Party A discussed from time to time the perceived merits and risks of a combination, including industrial logic, investor relevance and synergies, as well as mutual financial and legal due diligence needs and the necessity of engaging advisors.

On April 26, 2023, at a regularly scheduled meeting of the Marathon Oil board, Mr. Tillman provided an update on high-level discussions recently held with the chief executive officer of Party A, noting that neither party solicited a proposal for a business combination but that each party expressed interest in continuing the exploratory dialogue.

On April 27, 2023, in connection with Marathon Oil’s consideration of potential strategic alternatives, Marathon Oil contacted Morgan Stanley to act as its lead financial advisor based on its experience and qualifications in M&A transactions. Marathon Oil and Morgan Stanley formally executed an indemnity agreement on May 9, 2023 and, on May 28, 2024, an engagement letter.

On June 15, 2023, Party A submitted a non-binding indication of interest to acquire Marathon Oil in an all-stock transaction in exchange for shares of Party A’s common stock. Party A did not propose a specific exchange ratio, but the non-binding indication of interest referred to providing Marathon Oil stockholders a change of control premium in the transaction.

On June 22, 2023, Marathon Oil and Party A entered into a mutual confidentiality agreement that contained a customary mutual “standstill” provision, a fallaway provision and a modified “don’t ask, don’t waive” provision that did not restrict the ability of either party to make a private proposal regarding a business combination to the board of directors of the other party. Following the execution of the confidentiality agreement, Marathon Oil and Party A commenced the exchange of financial and operational due diligence materials.

In June and July 2023, members of Marathon Oil management continued to update the Marathon Oil board regarding discussions with Party A, including with respect to the exchange of each party’s legal and financial due diligence information.

On July 19, 2023, Party A submitted a non-binding indication of interest to acquire all of Marathon Oil’s outstanding stock in exchange for a number of shares of Party A’s common stock that represented an 11% premium to Marathon Oil’s then 10-day volume weighted average share price. The proposal did not address any governance matters with respect to the proposed combined company.

After several meetings of the Marathon Oil board and discussions between Marathon Oil’s and Party A’s representatives and after Party A announced its second quarter 2023 results, Marathon Oil determined to terminate discussions due to failure to reach agreement on material terms of a proposed transaction. The Marathon Oil board did not view the offered premium as compelling and Party A’s equity performance relative to Marathon Oil had declined further impacting the premium implied by Party A’s July 19 proposal.

On August 17, 2023, a member of the senior executive management team of another publicly traded E&P company (which we refer to as “Party B”) contacted Mr. Pat Wagner, Executive Vice President of Corporate Development and Strategy for Marathon Oil, to express Party B’s interest in a potential strategic transaction with Marathon Oil. Over the following three months, Messrs. Wagner and Tillman met several times with members of Party B’s executive management team to discuss the perceived merits and risks of a potential merger of equals combination and the logistics and planning necessary to advance discussions. No specific terms of a potential transaction were discussed at any meeting, except to note that certain key issues would need to be determined in order to meaningfully advance discussions.

On December 1, 2023, Marathon Oil and Party B entered into a mutual confidentiality agreement that contained a customary mutual “standstill” provision, a fallaway provision and a modified “don’t ask, don’t waive” provision that did not restrict the ability of either party to make a private proposal regarding a business

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combination to the board of directors of the other party. Marathon Oil and Party B commenced the exchange of financial and operational due diligence materials.

After several meetings of the Marathon Oil board and discussions between Marathon Oil’s and Party B’s representatives, including mutual management presentations, the chief executive officer of Party B contacted Mr. Tillman to inform him that Party B was terminating discussions regarding a potential transaction between Party B and Marathon Oil.

In the first quarter of 2024, Marathon Oil continued to evaluate strategic alternatives reasonably available to it as part of the normal course of business, including the potential bolt-on acquisition of a publicly traded E&P company and other strategic transactions to achieve scale, durability and resilience. The Marathon Oil senior executives continued to provide updates to the Marathon Oil board at its regularly scheduled and special meetings. From time to time, representatives of Party B continued to express interest to representatives of Marathon Oil in a potential strategic transaction between Marathon Oil and Party B but did not provide any specific transaction terms.

On April 8, 2024, at Party B’s request, the chief executive officer of Party B and Mr. Tillman met to discuss Party B’s continued interest in a potential strategic transaction. Mr. Tillman indicated that, based on the considerable amount of time their respective organizations had devoted to considering a potential transaction in 2023, he anticipated the Marathon Oil board would require a written indication of interest with clear transaction terms in order to proceed to re-engage in discussions regarding a transaction. Mr. Tillman also noted the challenges and risks associated with Party B’s current production mix. Mr. Tillman and Party B’s chief executive officer did not further discuss the terms of any potential transaction at the meeting.

On April 10, 2024, at Party A’s request, the chief executive officer of Party A and Mr. Tillman met and the chief executive officer of Party A indicated that Party A would be interested in re-engaging in discussions regarding a potential transaction after both Marathon Oil and Party A announced their respective first quarter earnings the following month. Mr. Tillman indicated that, based on the considerable amount of time their respective organizations had devoted to considering a potential transaction in 2023, he anticipated the Marathon Oil board would require a written indication of interest with clear transaction terms in order to proceed to re-engage in discussions regarding a transaction. No further discussions regarding the terms of any potential transaction were had at the meeting.

On April 25, 2024, Mr. Andrew Hastings, VP, Corporate Acquisitions & Divestitures at ConocoPhillips, contacted Mr. Wagner to express ConocoPhillips’ interest in acquiring Marathon Oil should Marathon Oil determine to engage in a potential strategic transaction.

On April 29, 2024, a representative of Party B contacted Mr. Wagner to express interest in re-engaging in discussions regarding a potential strategic transaction, but no immediate actions were taken.

On May 6, 2024, Mr. Wagner contacted a representative of Party B and stated that, if Party B were still interested in engaging, time would be of the essence due to other parties that were interested in a strategic transaction with Marathon Oil.

On May 7, 2024, Mr. Wagner contacted Mr. Hastings to state that Marathon Oil had interest from other parties and Messrs. Wagner and Hastings agreed to arrange for a meeting between chief executive officers of each party.

On May 8, 2024, Mr. Tillman and Mr. Ryan Lance, Chairman and Chief Executive Officer of ConocoPhillips, corresponded to arrange for an in-person meeting and Mr. Tillman informed Mr. Lance that Marathon Oil would need a written indication of interest in advance of the Marathon Oil board’s regularly scheduled meeting set for May 21 and 22, 2024.

On May 9, 2024, Messrs. Tillman and Lance met to discuss the perceived merits and risks of a potential acquisition of Marathon Oil by ConocoPhillips, including the potential benefits to scale, durability and resilience resulting from combining the two companies, which stockholders of Marathon Oil would benefit from as shareholders of the combined company.

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On May 9, 2024, a representative of Party A delivered to representatives of Marathon Oil a non-binding indication of interest pursuant to which Party A would acquire Marathon Oil in an all-stock transaction at a fixed exchange ratio, representing a premium of 16% to Marathon Oil’s share price at the close of market on May 8, 2024 (the “Party A proposal”), an improvement to Party A’s July 19, 2023 proposal. The proposal included the willingness to nominate two Marathon Oil directors to the Party A board, with Party A’s chairman and chief executive officer remaining in their respective roles in the combined company.

Also on May 9, 2024, a representative of Party B delivered to representatives of Marathon Oil a non-binding indication of interest pursuant to which Party B would acquire Marathon Oil in an all-stock, merger of equals transaction at a fixed exchange ratio, representing a premium of 5% to Marathon Oil’s share price at the close of market on May 8, 2024 (the “Party B proposal”). Party B proposed a shared governance model with a combined company board of directors with 12 total directors, seven named by Party B and five named by Marathon Oil and with the lead independent director nominated by Marathon Oil. Party B also proposed a senior leadership team that would include two executive vice presidents from Marathon Oil.

On May 10, 2024, ConocoPhillips and Marathon Oil entered into a mutual confidentiality agreement that contained a customary mutual “standstill” provision, a fallaway provision and a modified “don’t ask, don’t waive” provision that did not restrict the ability of either party to make a private proposal regarding a business combination to board of directors of the other party. ConocoPhillips and Marathon Oil commenced the exchange of financial and operational due diligence materials.

On May 13, 2024, the Party A proposal, the Party B proposal and the expression of interest from ConocoPhillips were disclosed to the Marathon Oil board.

On May 17, 2024, Mr. Tillman separately contacted the chief executive officers of each of Party A and Party B to affirm that their respective proposals were under careful review and noted that the Marathon Oil board would consider their proposal at its next regularly scheduled board meeting the following week. Later that same day, representatives of Marathon Oil convened via telephone with representatives of Party A to discuss the exchange of financial due diligence materials and with representatives of Party B to reiterate the fact that there were other potential interested parties and that Party B should consider submitting an enhanced proposal.

Also on May 17, 2024, a representative of ConocoPhillips delivered to representatives of Marathon Oil a written non-binding indication of interest (which we refer to as the “ConocoPhillips proposal”) pursuant to which ConocoPhillips would acquire Marathon Oil in an all-stock transaction at an exchange ratio of 0.2486 shares of ConocoPhillips common stock per share of Marathon Oil common stock, representing a premium of 14% to Marathon Oil’s share price at the close of market on May 16, 2024. The proposal did not address any governance matters. A representative of ConocoPhillips also shared a draft of the proposed merger agreement with representatives of Marathon Oil, which included the following terms (i) a “force the vote” provision (i.e. while the Marathon Oil board, under certain circumstances, could change its recommendation in the event of a superior proposal, Marathon Oil could not terminate the merger agreement to enter into an agreement for a superior proposal) (ii) a termination fee equal to 4% of Marathon Oil’s deal equity value that would be payable by Marathon Oil under certain customary circumstances and a termination fee equal to 1% of Marathon Oil’s deal equity value that would be payable if Marathon stockholders did not approve the transaction, (iii) no reverse termination fee payable by ConocoPhillips and (iv) an outside date of 12 months following the signing, subject to two 3-month extensions if required regulatory approvals were not obtained.

Also on May 17, 2024, the ConocoPhillips proposal was provided to the Marathon Oil board, together with a side-by-side summary of the ConocoPhillips proposal, the Party A proposal and the Party B proposal.

On May 21, 2024, the Marathon Oil board held its regularly scheduled meeting, with members of Marathon Oil’s senior management team and a representative from Kirkland & Ellis LLP (which we refer to as “Kirkland”) in attendance. At this meeting, the Marathon Oil board discussed the ConocoPhillips proposal and the proposals from Party A and Party B. The representative of Kirkland discussed the directors’ fiduciary duties in the context of the proposed transactions. The representative from Kirkland also described the material terms of the draft merger agreement received from ConocoPhillips, as well as the draft merger agreement that Kirkland prepared at Marathon Oil’s direction, which reflected provisions more

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appropriate for a transaction with companies sized more similarly to Party A and Party B. The representative of Kirkland also summarized the material differences between the two draft merger agreements, including with respect to governance, stockholder approval, representations and warranties, competition covenants, interim operating covenants, treatment of equity awards, employment covenants, non-solicitation covenants, closing conditions, termination triggers and fees and expense reimbursement. The Marathon Oil board, with input from a representative of Kirkland, discussed how to appropriately consider the relative strengths and weaknesses of each of the three proposals in light of their fiduciary duties.

On May 22, 2024, the Marathon Oil board continued the regularly scheduled meeting (which we refer to as the “May 22 board meeting”) from the prior day. A portion of this meeting was dedicated to review and consideration of the terms of the proposed transactions with ConocoPhillips, Party A and Party B. At this meeting, members of the Marathon Oil management team reviewed the Marathon Oil internal standalone financial forecasts and strategy (including Marathon Oil’s standalone net asset valuation at strip pricing) and then reviewed the differentiated strategies for each of the potential transactions, comparing each of the potential counterparties’ asset portfolios to Marathon Oil’s asset portfolio. Members of Marathon Oil’s management team noted their view that there would be significant advantages in durability resulting from a transaction with ConocoPhillips and that the ConocoPhillips transaction would be the only option accretive to all of Marathon Oil’s durability metrics. Representatives of Morgan Stanley and Kirkland then joined the meeting, and the Marathon Oil board reviewed materials provided by Morgan Stanley that contained preliminary pro forma financial analysis of each proposed transaction. The Marathon Oil board also reviewed a side-by-side proposal comparison detailing trading statistics, valuation metrics, credit profile and select financial metrics for each of Party A, Party B and ConocoPhillips. The Marathon Oil board discussed recent transaction premia, as well as Morgan Stanley’s analysis on the premia offered by each counterparty. The Marathon Oil board also considered the relative ranking of each potential transaction using the strategic imperatives of scale, durability and resilience, with management noting that a merger with ConocoPhillips would rank first in all three categories. Specifically, ConocoPhillips would offer scale in U.S. basins, enhanced inventory and resource life, portfolio diversity both internationally and with respect to LNG, accretion to oil mix, alignment on return of cash model and cost synergies. The Marathon Oil board discussed and determined that ConocoPhillips would be the preferred counterparty due to its durability and standalone financial performance metrics and the proposed transaction’s accretion to Marathon Oil’s operational and financial metrics. The Marathon Oil board and management also considered the actionability of a transaction with ConocoPhillips after the failed discussions with each of Party A and Party B in 2023. The Marathon Oil board further indicated support for Mr. Tillman to contact Mr. Lance to express the Marathon Oil board’s willingness to consider a proposed transaction at an increased exchange ratio of not less than 0.2500 shares of ConocoPhillips common stock per share of Marathon Oil common stock, representing a premium of 14.5% to Marathon Oil’s share price at the close of market on May 21, 2024.

After the Marathon Oil board meeting on May 22, 2024, Mr. Tillman contacted Mr. Lance by telephone. Messrs. Tillman and Lance discussed ConocoPhillips’ proposal, and Mr. Tillman provided feedback from the Marathon Oil board and indicated that the Marathon Oil board would likely proceed with a proposed transaction with ConocoPhillips at an exchange ratio of 0.2550 shares of ConocoPhillips common stock per share of Marathon Oil common stock. Mr. Lance informed Mr. Tillman that he would revert with an answer on the requested increase to the exchange ratio and further noted that ConocoPhillips intended to continue its due diligence with respect to Marathon Oil.

Later on May 22, 2024, Mr. Lance contacted Mr. Tillman and agreed to an exchange ratio of 0.2550 shares of ConocoPhillips common stock per share of Marathon Oil common stock, subject to further diligence, a negotiated merger agreement and approval of each of the Marathon Oil board and the ConocoPhillips board of directors. The proposed exchange ratio represented a premium of 16.8% to Marathon Oil’s share price at the close of market on May 21, 2024.

On May 23, 2024, the Marathon Oil board convened for a special meeting, with members of the Marathon Oil senior management team in attendance. The Marathon Oil senior management team provided the board with an update on the discussions between Mr. Tillman and Mr. Lance following the May 22 board meeting, including Mr. Tillman’s indication that ConocoPhillips was prepared to pursue a transaction at an exchange ratio of 0.2550 shares of ConocoPhillips common stock per share of Marathon Oil common stock (subject to, among other things, the approval of its board and further diligence).

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Members of the Marathon Oil management team also provided an update on the ongoing diligence process and next steps with respect to Party A and Party B.

Also on May 23, 2024, Mr. Tillman contacted the chief executive officer of Party B to provide an update regarding the Marathon Oil board’s deliberations. Mr. Tillman stated that Marathon Oil was in receipt of multiple offers and that the Party B proposal was not sufficient and asked that Party B work to submit an enhanced proposal if it was still interested in a transaction with Marathon Oil. Mr. Tillman also noted that time was of the essence and that Marathon Oil would provide a draft merger agreement for Party B’s consideration and an amendment to the parties’ existing confidentiality agreement to extend its term.

On May 23, 2024, Kirkland sent a revised draft of the merger agreement to Wachtell Lipton, ConocoPhillips’ legal counsel. The revised draft of the merger agreement, among other things, (i) removed the force-the-vote provision by adding a termination right for Marathon Oil in the event Marathon Oil receives a superior proposal, (ii) added receipt by Marathon Oil of a tax opinion as a condition to closing of the merger, (iii) reduced the termination fee payable by Marathon Oil under certain circumstances to 2.5% of Marathon Oil’s deal equity value and the termination fee payable by Marathon Oil if Marathon stockholders did not approve the transaction to an unspecified percentage of Marathon Oil’s deal equity value, (iv) added a regulatory termination fee payable by ConocoPhillips in an amount equal to an unspecified multiple of the Marathon Oil termination fee and enhanced ConocoPhillips’s regulatory efforts covenant and (v) proposed an outside date of 12 months following the signing, subject to two 6-month extensions if required regulatory approvals were not obtained

On May 24, 2024, Mr. Tillman contacted the chief executive officer of Party A to provide an update regarding the Marathon Oil board’s deliberations. Mr. Tillman stated that Marathon Oil was in receipt of multiple offers and that, while Party A had submitted a competitive offer, Party A should consider enhancing its offer. Mr. Tillman also noted that time was of the essence and that Marathon Oil would provide a draft merger agreement for Party A’s consideration and an amendment to the parties’ existing confidentiality agreement to extend its term. Later that same day, Marathon Oil and Party A executed the amendment to the confidentiality agreement and representatives of each of Marathon Oil and Party A convened to discuss additional confidential information of Marathon Oil that would be provided via a virtual data room.

On May 24, 2024, Wachtell Lipton sent a revised draft of the merger agreement to Kirkland. The revised draft of the merger agreement, among other things, (i) accepted the removal of the force-the-vote provision, (ii) removed the tax opinion closing condition, (iii) increased the termination fee payable by Marathon Oil under certain circumstances to 3.75% of Marathon Oil’s deal equity value and proposed a termination fee equal to 0.75% of Marathon Oil’s deal equity value in the event Marathon Oil stockholders did not approve the transaction, (iv) removed the regulatory termination fee payable by ConocoPhillips, reduced ConocoPhillips’ regulatory efforts covenant and added certain regulatory closing conditions and (v) proposed an outside date of 12 months following the signing, subject to two 3-month extensions if required regulatory approvals were not obtained.

On May 24, 2024, representatives of Party B contacted representatives of Marathon Oil to solicit additional clarity regarding timing. Representatives of Marathon Oil reiterated that time was of the essence.

Between May 25, 2024 and May 28, 2024, representatives of Kirkland and Wachtell Lipton exchanged various drafts of the merger agreement and the parties reached alignment, among other things, on the required regulatory approvals, the outside date construct, the regulatory efforts covenant, the amount of the termination fees payable by Marathon Oil under certain circumstances, equity award treatment, employee matters and the interim operating covenants.

On May 26, 2024, Marathon Oil and Party B executed the amendment to the confidentiality agreement. Later that same day, representatives of Marathon Oil shared a draft merger agreement with Party A and Party B.

On May 27, 2024, representatives of each of Marathon Oil, Kirkland, ConocoPhillips and Wachtell Lipton conducted reciprocal legal due diligence calls.

In the morning on May 28, 2024, the Marathon Oil board convened a meeting, together with members of Marathon Oil’s senior management team and representatives from Morgan Stanley and Kirkland in

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attendance. Representatives from Kirkland provided a summary of the merger agreement with ConocoPhillips and reviewed key terms of the merger agreement. Members of the Marathon Oil management team also provided an update on the diligence performed on ConocoPhillips. Representatives of Morgan Stanley then reviewed certain financial analysis relating to the potential transaction. Thereafter, following the departure of the representatives of Morgan Stanley, the Marathon Oil board reviewed Morgan Stanley’s customary disclosures regarding Morgan Stanley’s prior relationship with Marathon Oil and ConocoPhillips. The Marathon Oil board concluded that such relationships would not interfere with Morgan Stanley’s ability to provide advisory services to Marathon Oil.

Also on May 28, 2024, representatives of Marathon Oil, Kirkland, Morgan Stanley, ConocoPhillips and Wachtell Lipton conducted a confirmatory business due diligence call on ConocoPhillips.

Later on May 28, 2024, the Marathon Oil board held another meeting to consider approval of the merger agreement, with members of Marathon Oil’s management team as well as representatives from Morgan Stanley and Kirkland in attendance. At the meeting, representatives of Kirkland detailed the changes to the key terms of the merger agreement. Representatives of Morgan Stanley then reviewed certain financial information that was used in connection with its fairness opinion, consistent with the information reviewed with the Marathon Oil board in the morning of May 28, 2024. Thereafter, Morgan Stanley orally rendered its fairness opinion to the Marathon Oil board that, as of May 28, 2024, and based on and subject to the assumptions, qualifications, limitations and other matters as set forth therein, the merger consideration to be received by holders of shares of Marathon Oil pursuant to the merger agreement was fair, from a financial point of view, to holders of Marathon Oil common stock (other than ConocoPhillips and Merger Sub and their respective affiliates). Morgan Stanley subsequently confirmed its fairness opinion in writing. Morgan Stanley’s opinion is more fully described in the section of this proxy statement/prospectus titled “The Merger — Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor” beginning on page 58. After discussion, the Marathon Oil board unanimously determined that it is in the best interests of Marathon Oil and the holders of Marathon Oil common stock, and declared it advisable, for Marathon Oil to enter into the merger agreement and resolved to recommend that the holders of Marathon Oil common stock adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Following the approval of the Marathon Oil board, later in the evening on May 28, 2024, the parties proceeded with the execution of the merger agreement and, prior to markets opening on May 29, 2024, issued a joint press release announcing the transaction.

Recommendation of the Marathon Oil Board of Directors and Reasons for the Merger

By unanimous vote, the Marathon Oil board, at a meeting held on May 28, 2024, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Marathon Oil and the Marathon Oil stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) resolved to recommend that the Marathon Oil stockholders approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. The Marathon Oil board unanimously recommends that Marathon Oil stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the adjournment proposal.

In the course of reaching its determination and recommendation, the Marathon Oil board met several times to consider a potential transaction with ConocoPhillips, including in executive session, and consulted with Marathon Oil’s senior management, outside legal counsel and financial advisors. In addition, the Marathon Oil board considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Marathon Oil board viewed as being generally positive or favorable in coming to its determination and recommendation:

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Value and nature of the consideration to be received in the merger by Marathon Oil’s stockholders.

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Use of equity in the merger. The all-stock consideration enables Marathon Oil’s stockholders to have a continued ownership position in the combined company (approximately 11% of the combined company based on the issued and outstanding shares of Marathon Oil common stock and ConocoPhillips common stock on May 28, 2024) and participate in the value and

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opportunities of the combined company after the merger, including dividends, stock buybacks, synergies, potential future increases in commodity prices and expected future growth.

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Capital return. ConocoPhillips return of capital framework is based on cash from operations and strongly aligns with the Marathon Oil return of cash model with both using a combination of dividends and share repurchases to achieve peer leading stockholder distributions. ConocoPhillips has historically paid a quarterly base dividend ($0.58 per share for the most recently completed quarter prior to Marathon Oil’s entry into the merger agreement), reflecting a commitment to returning capital to stockholders and protecting its dividend. The Marathon Oil board believes that the combined company will have significant financial flexibility to continue ConocoPhillips’ dividend payments and its capital return philosophy.

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Premium. The exchange ratio of 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock applied to the closing price of Marathon Oil common stock on the last full trading day prior to the finalization of the merger agreement (which we refer to as “Marathon Oil’s Unaffected Stock Price”) represents a 14.7% premium to Marathon Oil’s Unaffected Stock Price.

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ConocoPhillips stock. The Marathon Oil board believes that the shares of ConocoPhillips common stock that will be delivered to Marathon Oil stockholders as merger consideration are a highly attractive currency that will benefit both near and long term from the combination’s significant synergies described in more detail below.

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Benefits of a combined company.

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Scale. The Marathon Oil board expects that the global scale of the combined company, which will have an expanded resource base, will reduce cash flow volatility and increase resiliency, better support strategic investment and drive long-term value creation. Further, Marathon Oil operates in an industry that faces significant potential financial and operating risks associated with geopolitical, environmental and other regulatory considerations and growing pressure to diversify away from fossil fuels, which may threaten Marathon Oil’s long-term valuation and access to capital as a standalone entity. The combined company’s larger, diversified asset portfolio will de-risk Marathon Oil’s current portfolio and lessen any potential future impact from legal or regulatory changes or initiatives in the United States or elsewhere. The Marathon Oil board expects that the increased scale will also provide the combined company with improved ability to withstand the inherent price volatility associated with a commodity business.

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Durability. The Marathon Oil board considered that the combined company will have greater durability of inventory and resource life, as well as a more diversified portfolio with a balanced but oil weighted production mix and a stronger international presence.

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Resilience. The Marathon Oil board expects that the combined company will have a stronger balance sheet and that the merger will be credit-enhancing. The Marathon Oil board also expects that the size of the combined company will lead to a materially lower cost of capital and that the combined company will have low cost of supply, which will lead to improved credit ratings, enhanced capital efficiency, lower enterprise free cash flow breakeven and improved access to capital markets.

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Combined business governance and leadership. The combined company will be overseen by the ConocoPhillips executive management team who have a track record of delivering value for stockholders through asset acquisitions, integration and successful execution of capital deployed. Governance is provided by an experienced, diverse board, which will consist of the current ConocoPhillips directors.

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Low capital intensity. The Marathon Oil board expects that the Marathon Oil stockholders will benefit from the combined company’s low-capital-intensity resource base, which will be underpinned by a low decline rate and will provide sustainability in future free cash flow growth and capital returns to stockholders.

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Synergies. The Marathon Oil board expects that the merger will result in Marathon Oil stockholders being able to participate in an estimated $500 million of run rate cost and capital

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savings within the first full year following the closing of the transaction, which will come from reduced general and administrative costs, lower operating costs and improved capital efficiencies.

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Shared values. Marathon Oil and ConocoPhillips share core values of safety, integrity, collaboration, accountability and caring for people and the environment, and the combined workforce is expected to continue to increase efficiency and deliver stockholder value. The companies also share a commitment to ESG excellence, and the Marathon Oil board believes that the transaction is constructive to all of Marathon Oil’s sustainability objectives.

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Other benefits. The Marathon Oil board also considered various other expected benefits of the combined company to Marathon Oil stockholders, including the opportunity to (i) share each company’s technical expertise with immediate knowledge transfer in the combined company, (ii) combine exceptional technical teams with similar execution-focused cultures, (iii) retain talented workforce with the combined company continuing to be headquartered in Houston, TX and (iv) capture efficiencies from large scale, multi-well projects and well design optimization.

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Superior alternative to other transactions potentially available to Marathon Oil. Following consultation with Marathon Oil’s management and financial advisors, the Marathon Oil board believed it was unlikely an alternative strategic counterparty would be willing to engage in a transaction that would provide Marathon Oil stockholders with greater value, including the opportunity to benefit from cost savings and synergies and from future value creation, than is being provided in connection with the merger. The Marathon Oil board evaluated relative valuation, financial accretion, balance sheet strength, durability of resource life, scale, industrial logic and investor relevance, among other factors, and believed that the durability resulting from a transaction with ConocoPhillips would be significantly greater than would result from a transaction with other potential counterparties.

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Superior alternative to continuation of standalone Marathon Oil. The Marathon Oil board considered Marathon Oil’s business, prospects and other strategic opportunities and the risks of remaining as a standalone public company, including the risks associated with increasing social, political and environmental pressure and resource scarcity. Based on these considerations, the Marathon Oil board believed the value offered to Marathon Oil’s stockholders pursuant to the merger would be more favorable to them than the potential value that might reasonably be expected to result from remaining a standalone public company.

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Receipt of fairness opinions and presentations from Morgan Stanley. The Marathon Oil board considered the financial analyses that were reviewed and discussed with representatives of Morgan Stanley, as well as the oral opinions of Morgan Stanley rendered to the Marathon Oil board on May 28, 2024, which opinion was subsequently confirmed by delivery of a written opinion dated May 28, 2024, as to the fairness, from a financial point of view, to the holders of Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates) of the merger consideration provided in the merger agreement.

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Opportunity to receive alternative acquisition proposals. The Marathon Oil board considered the terms of the merger agreement related to the Marathon Oil board’s ability to respond to unsolicited competing proposals and determined that third parties would be unlikely to be deterred from making a competing proposal by the provisions of the merger agreement, including because the Marathon Oil board may, under certain circumstances, furnish information or enter into discussions in connection with a competing proposal. In this regard, the Marathon Oil board considered that:

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subject to its compliance with the merger agreement, the Marathon Oil board can change its recommendation to Marathon Oil stockholders with respect to the adoption of the merger agreement prior to obtaining stockholder approval if the Marathon Oil board determines in good faith (after consultation with its financial advisors and outside legal advisors) that, with respect to a superior proposal or an intervening event, the failure to take such action would be inconsistent with the Marathon Oil board’s fiduciary duties; and

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while the merger agreement contains a termination fee of $557 million that Marathon Oil would be required to pay to ConocoPhillips in certain circumstances, including if ConocoPhillips terminates the merger agreement in connection with a change in the Marathon Oil board’s recommendation to stockholders with respect to adoption of the merger agreement, if Marathon

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Oil, its subsidiaries or certain representatives of Marathon Oil violate the non-solicitation obligations under the merger agreement or if Marathon Oil terminates the merger agreement to enter into a definitive agreement with respect to a superior proposal, the Marathon Oil board believed that this fee is reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees and provisions in comparable transactions and not preclusive of other offers.

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Tax considerations. The Marathon Oil board considered that the merger is intended to qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

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Likelihood of completion and terms of the merger agreement. The Marathon Oil board considered the likelihood of completion of the merger to be significant, in light of, among other things, the belief that, in consultation with Marathon Oil’s legal advisors, the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties, covenants (including the restrictions on ConocoPhillips’ ability to make certain other acquisitions) and conditions to closing of the merger, and the circumstances under which the merger agreement may be terminated, are reasonable.

The Marathon Oil board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

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Possible failure to achieve synergies. The Marathon Oil board considered the potential challenges and difficulties in integrating the operations of Marathon Oil and ConocoPhillips and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

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Fixed exchange ratio. The Marathon Oil board considered that, because the merger consideration is based on a fixed exchange ratio rather than a fixed value, Marathon Oil stockholders bear the risk of a decrease in the trading price of ConocoPhillips common stock during the pendency of the merger and the fact that the merger agreement does not provide Marathon Oil with a collar or a value-based termination right.

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Risks associated with the pendency of the merger. The Marathon Oil board considered the risks and contingencies relating to the announcement and pendency of the merger (including the likelihood of litigation or other opposition brought by or on behalf of Marathon Oil stockholders challenging the merger and the other transactions contemplated by the merger agreement) and the risks and costs to Marathon Oil if the completion of the merger is not accomplished in a timely manner or if the merger does not close at all, including potential employee attrition, the impact on Marathon Oil’s relationships with third parties and the effect termination of the merger agreement may have on the trading price of Marathon Oil common stock and Marathon Oil’s operating results.

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Interim operating covenants. The Marathon Oil board considered the restrictions on the conduct of Marathon Oil’s and its subsidiaries’ businesses during the period between the execution of the merger agreement and the completion of the merger as set forth in the merger agreement.

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Competing proposals; termination fees; expense reimbursement. The Marathon Oil board considered the possibility that a third party may be willing to enter into a strategic combination with Marathon Oil on terms more favorable than the merger. In connection therewith, the Marathon Oil board considered the terms of the merger agreement relating to no shop covenants and termination fees and the potential that such provisions might deter alternative bidders that might have been willing to submit a superior proposal to Marathon Oil. The Marathon Oil board also considered that, under specified circumstances, Marathon Oil may be required to pay a termination fee or expenses in the event the merger agreement is terminated and the effect this could have on Marathon Oil, including:

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the possibility that the termination fee could discourage other potential parties from making a competing offer; although the Marathon Oil board believed that the termination fee amount is reasonable and will not unduly deter any other party that might be interested in making a competing proposal;

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if the merger is not consummated, Marathon Oil will pay its own expenses incident to preparing for and entering into and carrying out its obligations under the merger agreement and the transactions contemplated thereby; and

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the requirement that if the merger agreement is terminated as a result of the failure to obtain approval of Marathon Oil stockholders, Marathon Oil will be obligated to reimburse ConocoPhillips $86 million for its expenses in connection with the merger agreement.

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Interests of Marathon Oil directors and executive officers. The Marathon Oil board considered that Marathon Oil’s directors and executive officers may have interests in the merger that may be different from, or in addition to, those of Marathon Oil stockholders. For more information about such interests, see below under the heading “— Interests of Marathon Oil Directors and Executive Officers in the Merger” beginning on page 72.

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Merger costs. The Marathon Oil board considered the costs associated with the completion of the merger, including management’s time and energy and potential opportunity cost.

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Regulatory approval. The Marathon Oil board considered that the merger and the related transactions require regulatory approvals to complete such transactions and the risk that the applicable governmental entities may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approval.

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Other risks. The Marathon Oil board considered risks of the type and nature described under the sections entitled “Risk Factors” beginning on page 26 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 37.

The Marathon Oil board believed that, overall, the potential benefits of the merger to Marathon Oil stockholders outweighed the risks and uncertainties of the merger.

The foregoing discussion of factors considered by the Marathon Oil board in reaching its conclusions and recommendation includes the principal factors considered by the Marathon Oil board but is not intended to be exhaustive and may not include all of the factors considered by the Marathon Oil board, but includes the material factors considered by the Marathon Oil board. In light of the variety of factors considered in connection with its evaluation of the merger, the Marathon Oil board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Marathon Oil board viewed its decisions as being based on the totality of the factors and information it considered. Moreover, each member of the Marathon Oil board applied his or her own personal business judgment to the process and may have given different weight to different factors.

Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor

Marathon Oil retained Morgan Stanley to provide it with financial advisory services in connection with the merger and to provide a financial opinion to the Marathon Oil board. Marathon Oil selected Morgan Stanley to act as its exclusive financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation and its knowledge of the business and affairs of Marathon Oil. On May 28, 2024, at a meeting of the Marathon Oil board, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion, dated May 28, 2024, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger consideration to be received by holders of shares of Marathon Oil common stock pursuant to the merger agreement was fair, from a financial point of view, to the holders of Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates).

The full text of the written opinion of Morgan Stanley delivered to the Marathon Oil board, dated as of May 28, 2024, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference in its entirety. Marathon Oil stockholders should read Morgan Stanley’s opinion carefully and in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the Marathon Oil board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates) of the merger consideration pursuant to the merger agreement as of the date of such opinion. Morgan

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Stanley’s opinion did not address any other aspects or implications of the merger. Morgan Stanley’s opinion did not in any manner address the price at which the Marathon Oil common stock or ConocoPhillips common stock would trade following the consummation of the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Marathon Oil common stock as to how such holder should vote at the Marathon Oil special meeting, or whether to take any other action with respect to the merger.

For purposes of rendering its opinion, Morgan Stanley, among other things:

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reviewed certain publicly available financial statements and other business and financial information of Marathon Oil and ConocoPhillips, respectively;

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reviewed certain internal financial statements and other financial and operating data concerning Marathon Oil;

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reviewed certain financial projections with respect to Marathon Oil prepared by the management of Marathon Oil (which we refer to as the “Marathon Oil Management Projections”) and certain financial projections with respect to Marathon Oil that were derived from a consensus of selected Wall Street equity research financial forecasts;

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discussed the past and current operations and financial condition and the prospects of Marathon Oil, including information relating to certain strategic, financial and operational benefits anticipated from the merger, with senior executives of Marathon Oil;

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reviewed the pro forma impact of the merger on ConocoPhillips’ cash flow, consolidated capitalization and certain financial ratios;

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discussed the past and current operations and financial condition and certain prospects of ConocoPhillips with senior executives of ConocoPhillips;

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reviewed the reported prices and trading activity for Marathon Oil common stock and ConocoPhillips common stock;

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compared the financial performance of Marathon Oil and the prices and trading activity of Marathon Oil common stock with that of certain other publicly traded companies comparable with Marathon Oil and its securities;

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reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

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participated in certain discussions among representatives of Marathon Oil and their legal advisors;

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reviewed the merger agreement and certain related documents; and

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performed such other analyses and reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Marathon Oil, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the Marathon Oil Management Projections, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Marathon Oil of the future financial performance of Marathon Oil. With respect to the Marathon Oil Street Projections (as defined below), at the direction of Marathon Oil, Morgan Stanley assumed that they were reasonable bases upon which to evaluate the business and financial prospects of Marathon Oil. Morgan Stanley expresses no view as to the Marathon Oil Management Projections or the Marathon Oil Street Projections or the assumptions on which they were based. In addition, Morgan Stanley has assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the merger will be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended, and that the definitive merger agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, divestitures, conditions or restrictions will be imposed that would have a material adverse effect

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on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not legal, tax or regulatory advisors. Morgan Stanley is a financial advisor only and has relied upon, without independent verification, the assessment of ConocoPhillips and Marathon Oil and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley has relied upon, without independent verification, the assessments of the management of Marathon Oil as to the potential impact of market and other trends and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the oil and gas industry, including commodity pricing and supply and demand for oil and gas. Morgan Stanley expresses no opinion with respect to the fairness of the amount or nature of the compensation to any of Marathon Oil’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of Marathon Oil common stock in the transaction. Morgan Stanley has not made any independent valuation or appraisal of the assets or liabilities of Marathon Oil or ConocoPhillips, nor has Morgan Stanley been furnished with any such valuations or appraisals. Morgan Stanley’s opinion does not address the relative merits of the transactions contemplated by the merger agreement as compared to other business or financial strategies that might be available to Marathon Oil, nor does it address the underlying business decision of Marathon Oil to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement. Events occurring after the date hereof may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley does not assume any obligation to update, revise or reaffirm Morgan Stanley’s opinion.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Marathon Oil board, both provided as of May 28, 2024. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 24, 2024, the last full trading day prior to the date of Morgan Stanley’s opinion. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and in arriving at its opinion, at the direction of Marathon Oil, Morgan Stanley utilized and relied upon the Marathon Oil Management Projections and the Marathon Oil Street Projections, each of which were approved by Marathon Oil management and the Marathon Oil board for Morgan Stanley’s use in connection with its financial analyses and which are described below. In addition, Morgan Stanley utilized and relied upon the number of issued and outstanding shares of Marathon Oil and ConocoPhillips provided by management of Marathon Oil and ConocoPhillips, respectively. For further information regarding the financial projections, see the section entitled “Marathon Oil Unaudited Forecasted Financial Information” beginning on page 66.

As used in this section, the following terms have the following meanings:

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“Adj. EBITDAX” refers to net income (loss) before net interest expense, income tax expense (benefit), depreciation, depletion, and amortization, (gains) losses on derivative instruments, exploitations and exploration expense and certain other expenses.

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“Price” refers to market capitalization.

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“AV” refers to aggregate value, calculated as market capitalization plus net debt, preferred equity and minority interests.

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“Marathon Oil Unlevered Free Cash Flow” refers to Adj. EBITDAX less cash taxes, exploitations and exploration costs, capital expenditures and certain other operating expenses.

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“Cash Flow” refers to Adj. EBITDAX less exploitation and exploration costs, cash interest expense, cash tax expense and certain other operating expenses.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Marathon Oil common stock as of March 31, 2024, based on estimates of future unlevered free cash flows for the second, third and fourth quarters of 2024 and fiscal years 2025 through 2028 contained in the Marathon Oil Management Projections, including net debt of Marathon Oil as of March 31, 2024 of $5,401 million, and based on the estimated number of fully diluted shares of Marathon Oil common stock, as of May 24, 2024, as provided by Marathon Oil’s management and calculated using the treasury stock method. Morgan Stanley also calculated a range of terminal values for Marathon Oil based on a LTM Adj. EBITDAX exit multiple range of 4.5x to 5.5x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to present value as of March 31, 2024 using mid-year discounting convention by applying a discount rate range of 8.0% to 9.4%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect Marathon Oil’s estimated weighted average cost of capital (“WACC”). This analysis indicated a range of implied equity values per share of Marathon Oil common stock of $26.50 to $34.00, each rounded to the nearest $0.25. Morgan Stanley compared the foregoing range of implied equity values per share of Marathon Oil common stock to the closing trading price of Marathon Oil common stock on May 24, 2024 (which was the last full trading day prior to finalization of the merger agreement) of $25.56 per share of Marathon Oil common stock.

Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies, Morgan Stanley reviewed and compared specific financial and operating data relating to Marathon Oil with selected companies that Morgan Stanley deemed comparable to Marathon Oil, based on size, location of assets, expected growth and leverage profile.

Morgan Stanley analyzed, among other things, the following financial metrics of each of the comparable companies as of May 24, 2024:

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the ratio of AV to 2024 and 2025 estimated Adj. EBITDAX (based on median research consensus per S&P Capital IQ (such median research consensus we refer to, for purposes of this section titled “— Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor,” as “Marathon Oil Street Projections”)); and

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the ratio of Price to estimated 2024 and 2025 cash flow (based on Marathon Oil Street Projections).

For purposes of the Marathon Oil Street Projections, consistent with customary market practice and based on Morgan Stanley’s professional judgment and experience, for purposes of the following analyses, Morgan Stanley relied solely on estimated 2024 and 2025 Adj. EBITDAX and cash flow.

The metrics for each of the comparable companies of Marathon Oil are summarized as follows:

Comparable Companies of Marathon Oil

AV /
2024E
Adj. EBITDAX

AV /
2025E
Adj. EBITDAX

Price / 2024E
Cash Flow
Per Share

Price / 2025E
Cash Flow
Per Share

Devon Energy Corporation

4.8x

4.7x

4.4x

4.5x

Coterra Energy Inc.

5.8x

4.6x

6.2x

5.3x

Marathon Oil

4.4x

4.2x

3.6x

3.5x

Ovintiv Inc.

4.0x

3.8x

3.1x

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Comparable Companies of Marathon Oil

AV /
2024E
Adj. EBITDAX

AV /
2025E
Adj. EBITDAX

Price / 2024E
Cash Flow
Per Share

Price / 2025E
Cash Flow
Per Share

Permian Resources Corporation

4.3x

4.1x

3.6x

3.5x

Chord Energy Corporation

4.5x

4.0x

4.6x

4.3x

APA Corporation

3.1x

2.9x

2.6x

2.3x

Based on the analysis of the relevant metrics for each of the comparable companies, and the application of its professional judgment and experience (which included the exclusion of outliers and weighting more heavily the comparable companies that Morgan Stanley deemed most comparable to Marathon Oil in the relevant metrics), Morgan Stanley selected a reference range of financial multiples of the comparable companies and applied this range of multiples to the relevant Marathon Oil financial statistics (based on estimates for Marathon Oil Adj. EBITDAX and Cash Flow, in each case, from the Marathon Oil Street Projections).

Based on the estimated number of fully diluted shares of Marathon Oil, as of May 24, 2024, as provided by Marathon Oil management and calculated using the treasury stock method, Morgan Stanley calculated the following ranges of the implied per share values of Marathon Oil common stock, each rounded to the nearest $0.25:

Public Trading Comparables of Marathon Oil	Marathon Oil Statistic	Reference Range	Implied Value Per Share Range for Marathon Oil
AV Value to Estimated 2024 Adj. EBITDAX	$4,559MM	4.0x – 5.0x	$22.75 – $30.75
AV Value to Estimated 2025 Adj. EBITDAX	$4,736MM	3.5x – 4.5x	$19.75 – $28.25
Price to Estimated 2024 Cash Flow	$4,038MM	3.5x – 4.5x	$25.00 – $32.25
Price to Estimated 2025 Cash Flow	$4,164MM	3.25x – 4.25x	$24.00 – $31.25

Morgan Stanley noted that the closing price of Marathon Oil common stock was $25.56 per share on May 24, 2024 (which was the last full trading day prior to finalization of the merger agreement), and the implied price of Marathon Oil common stock based on the exchange ratio pursuant to the merger agreement was $29.90 per share.

No company utilized in the comparable company analysis is identical to Marathon Oil. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, which are beyond the control of Marathon Oil. These include, among other things, the impact of competition on the business of Marathon Oil and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Marathon Oil or the industry, or in the financial markets in general.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms for selected transactions.

In connection with its analysis, Morgan Stanley compared publicly available statistics for 27 transactions involving U.S. public company exploration and production targets announced between 2018 and May 2024 with an AV of at least $1.0 billion. Morgan Stanley deemed these U.S. public company transactions to be comparable based on target asset location, transaction size and transaction structure.

For purposes of the analysis of the precedent transactions, Morgan Stanley analyzed, among other things, the ratio of AV to the last 12 months’ Adj. EBITDAX of the target company.

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The metrics for each of the precedent transactions are summarized as follows:

Date Announced

Target

Acquiror

AV ($Bn)

AV / LTM
Adj. EBITDAX

5/16/2024

SilverBow Resources

Crescent Energy

2.1

3.5x

2/21/2024

Enerplus Corporation

Chord Energy

3.9

4.1x

1/11/2024

Southwestern Energy

Chesapeake Energy

11.5

1.9x

1/4/2024

Callon Petroleum

Apache Corporation

4.5

3.4x

10/23/2023

Hess Corporation

Chevron

60.0

11.8x

10/11/2023

Pioneer Natural Resources

Exxon Mobil

64.5

6.4x

8/21/2023

Earthstone Energy

Permian Resources

4.5

3.6x

5/22/2023

PDC Energy

Chevron

7.6

2.1x

2/28/2023

Ranger Oil Corp

Baytex Energy Corp

2.5

3.3x

3/7/2022

Whiting Petroleum

Oasis Petroleum

3.6

6.5x

8/11/2021

Vine Energy

Chesapeake Energy

2.2

NM*

5/24/2021

Cimarex Energy

Cabot Oil & Gas

8.8

14.6x

5/10/2021

Extraction Oil & Gas

Bonanza Creek Energy

1.4

5.7x

12/21/2020

QEP Resources

Diamondback Energy

2.2

3.3x

10/20/2020

Parsley Energy

Pioneer Natural Resources

7.6

6.0x

10/19/2020

Concho Resources

ConocoPhillips

13.4

4.9x

9/28/2020

WPX Energy

Devon Energy Corporation

5.7

3.7x

7/20/2020

Noble Energy

Chevron Corporation

13.3

7.0x

11/14/2019

Carrizo Oil & Gas

Callon Petroleum

2.7

3.3x

10/14/2019

Jagged Peak Energy

Parsley Energy

2.3

4.1x

8/26/2019

SRC Energy

PDC Energy

1.7

3.0x

4/24/2019

Anadarko Petroleum

Occidental Petroleum

57.5

7.6x

11/19/2018

Resolute Energy Corporation

Cimarex

1.6

14.6x

11/1/2018

Newfield Exploration

EnCana

7.7

6.6x

10/30/2018

WildHorse Resource Development

Chesapeake Energy

4.0

11.1x

8/14/2018

Energen Corporation

Diamondback Energy

9.2

11.9x

3/28/2018

RSP Permian

Concho Resources

9.5

17.7x

Not meaningful as the transaction was identified as an outlier.

Based on the analysis of the relevant metrics for each of the precedent transactions, and upon the application of its professional judgment and experience (which included the exclusion of outliers and weighting more heavily the precedent transactions which Morgan Stanley deemed most comparable to the contemplated combination between Marathon Oil and ConocoPhillips in the relevant metrics), Morgan Stanley selected a representative range of financial multiples of the precedent transactions and applied this range of multiples to the historical values for the 12 months ended March 31, 2024 of Marathon Oil, provided by Marathon Oil management.

Based on the estimated number of fully diluted shares of Marathon Oil, as of May 24, 2024, as provided by Marathon Oil management and calculated using the treasury stock method, Morgan Stanley calculated the following ranges of the implied per share value of Marathon Oil common stock, rounded to the nearest $0.25:

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Precedent Transactions

Marathon Oil
Statistic

Reference
Range

Implied Value
Per Share Range
for Marathon Oil

AV to LTM 2024 Adj. EBITDAX

4,416MM

4.0x – 6.0x

21.75 – $37.25

No company or transaction utilized in the precedent transaction analysis is identical to Marathon Oil or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions, and other matters, which are beyond the control of Marathon Oil. These include, among other things, the impact of competition on the business of Marathon Oil or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Marathon Oil, the industry, or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

Other Information

Historical Trading Prices

For reference purposes only, Morgan Stanley reviewed the historical trading ranges of Marathon Oil common stock over the 52-week period ended on May 24, 2024. Morgan Stanley noted that the closing price of Marathon Oil common stock was $25.56 per share on May 24, 2024 (which was the last full trading day prior to finalization of the merger agreement). Morgan Stanley noted that, for the 52-week period ended on May 24, 2024, the low and high intraday trading prices for Marathon Oil common stock was as follows:

			Low						High
Marathon Oil				$	21.81					$	30.06

Morgan Stanley noted that the historical trading prices were presented for reference purposes only and were not relied upon for valuation purposes.

Equity Research Analysts’ Price Targets

For reference purposes only, Morgan Stanley reviewed the price targets for Marathon Oil common stock prepared and published by 15 equity research analysts as of May 24, 2024 and the range, each rounded to the nearest $0.25, of the (a) undiscounted price targets for shares of Marathon Oil common stock was $28.00 per share to $45.00 per share and (b) discounted price targets for shares of Marathon Oil common stock was $25.25 per share to $40.75 per share.

The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Marathon Oil common stock and these estimates are subject to uncertainties, including the future financial performance of Marathon Oil and future financial market conditions.

Morgan Stanley noted that the equity research analysts’ price targets were presented for reference purposes only and were not relied upon for valuation purposes.

General

In connection with the review of the merger agreement and the transactions contemplated thereby by the Marathon Oil board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor that it considered. Morgan Stanley believes that selecting any portion of its analyses,

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without considering all of the analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Marathon Oil. In performing its analyses, Morgan Stanley made numerous judgments and assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions, and other matters, many of which are beyond the control of Marathon Oil. These include, among other things, the impact of competition on the business of Marathon Oil and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Marathon Oil or the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, to the holders of the Marathon Oil common stock (other than ConocoPhillips, Merger Sub and their respective affiliates) of the merger consideration pursuant to the merger agreement and in connection with the rendering of its oral opinion, subsequently confirmed by delivery of a written opinion, dated May 28, 2024, to the Marathon Oil board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Marathon Oil common stock might actually trade following the consummation of the merger or at any time.

The merger consideration to be received by holders of Marathon Oil common stock pursuant to the merger agreement was determined by Marathon Oil and ConocoPhillips through arm’s-length negotiations between Marathon Oil and ConocoPhillips and was approved by the Marathon Oil board. Morgan Stanley provided advice to Marathon Oil during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to Marathon Oil or the Marathon Oil board or opine that any specific merger consideration constituted the only appropriate merger consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. In addition, Morgan Stanley’s opinion was not intended to, and did not, in any manner, address the price at which the ConocoPhillips common stock would trade following the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Marathon Oil common stock as to how such holder should vote at the Marathon Oil special meeting, or whether to take any other action with respect to the merger.

Morgan Stanley’s opinion and its presentation to the Marathon Oil board was one of many factors taken into consideration by the Marathon Oil board in deciding to consider, approve and declare the advisability of the merger agreement and the transactions contemplated thereby and to recommend the approval of the merger by holders of Marathon Oil common stock. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Marathon Oil board with respect to the merger consideration pursuant to the merger agreement or of whether the Marathon Oil board would have been willing to agree to different merger consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of ConocoPhillips, Marathon Oil or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the merger agreement, or any related derivative instrument.

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Under the terms of its engagement letter, Morgan Stanley provided the Marathon Oil board with financial advisory services and a financial opinion described in this section and attached as Annex B to this proxy statement/prospectus in connection with the merger. Marathon Oil has agreed to pay Morgan Stanley for its services in connection with the merger an aggregate fee, a significant portion of which is contingent upon the closing of the merger, which is estimated, as of the date of this proxy statement/prospectus, to be approximately $42 million (which we refer to as the “Morgan Stanley Transaction Fee”), $2.5 million of which was payable upon the rendering of a financial opinion to the Marathon Oil board, which will be credited against the Morgan Stanley Transaction Fee payable if the Merger is consummated. Marathon Oil has also agreed to reimburse Morgan Stanley for its reasonable expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Marathon Oil has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees, advisors and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities relating to or arising out of or in connection with Morgan Stanley’s engagement.

Morgan Stanley holds an aggregate interest of between 2% and 3% in Marathon Oil common stock and between 1% and 2% in ConocoPhillips common stock, which interests are held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates provided financial advisory and financing services to Marathon Oil and received aggregate fees of approximately between $15.0 million and $20.0 million for such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates provided financing services to ConocoPhillips and received fees of approximately between $1.0 million and $2.0 million for such services. As of the date of the merger agreement, Morgan Stanley is providing financial advisory services to ConocoPhillips, unrelated to the Merger, for which Morgan Stanley expects to receive customary fees if such transactions are completed. Morgan Stanley expects that such fees would be significantly less than the fees Morgan Stanley would receive from Marathon Oil in the merger. Morgan Stanley may seek to provide financial advisory and financing services to Marathon Oil and ConocoPhillips and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Marathon Oil Unaudited Forecasted Financial Information

Marathon Oil does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, certain non-public financial forecasts covering multiple years which were prepared by Marathon Oil management and not for public disclosure, were provided to the Marathon Oil board and ConocoPhillips in connection with their evaluations of the merger and were also provided to Morgan Stanley, Marathon Oil’s financial advisor, and ConocoPhillips’ financial advisor for their use in advising their clients and reliance in connection with their financial analyses and opinions as described in the section entitled “The Merger — Opinion of Morgan Stanley, Marathon Oil’s Financial Advisor” beginning on page 58.

The summaries of these financial forecasts presented below are not being included in this proxy statement/prospectus to influence your decision whether to vote for or against the merger proposal but are being included because these forecasts were made available to the Marathon Oil board, Marathon Oil’s financial advisor and ConocoPhillips and its financial advisor. The Marathon Oil forecasted financial information was prepared by Marathon Oil management.

The inclusion of this information should not be regarded as an indication that the Marathon Oil board, Marathon Oil, ConocoPhillips (or any of their respective affiliates, officers, directors, advisors or other representatives) or any other person considered, or now considers, the Marathon Oil forecasted financial information to be necessarily predictive of actual future events or results of Marathon Oil’s or ConocoPhillips’ operations and should not be relied upon as such. Marathon Oil management’s internal financial forecasts, upon which the Marathon Oil forecasted financial information was based, are subjective in many respects. There can be no assurance that the Marathon Oil forecasted financial information will be realized or that actual results will not be significantly higher or lower than forecasted. The Marathon Oil forecasted financial

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information covers multiple years and such information by its nature becomes less predictive with each successive year. As a result, the Marathon Oil forecasted financial information summarized in this proxy statement/prospectus should not be relied on as necessarily predictive of actual future events.

In addition, the Marathon Oil forecasted financial information was not prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The forecasted financial information included in this document has been prepared by, and is the responsibility of, Marathon Oil’s management. PricewaterhouseCoopers LLP, Marathon Oil’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying forecasted financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to Marathon Oil’s previously issued financial statements. It does not extend to the forecasted financial information and should not be read to do so. Furthermore, ConocoPhillips’ independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Marathon Oil forecasted financial information and accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young LLP contained in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/prospectus, relates only to historical financial information of ConocoPhillips, and such report does not extend to the Marathon Oil forecasted financial information included below and should not be read to do so.

The Marathon Oil forecasted financial information was based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. However, such assumptions are inherently uncertain and difficult or impossible to predict or estimate and most of them are beyond Marathon Oil’s control. Assumptions that were used by Marathon Oil in developing the Marathon Oil forecasted financial information include, but are not limited to: no acquisitions other than those that had been already announced; no balance sheet optimization; normal weather in the forward-looking periods; ongoing investments in Marathon Oil’s existing entities for maintenance, integrity and other capital expenditures; and no material fluctuations in interest rate assumptions over the forward-looking periods. The Marathon Oil forecasted financial information also reflects assumptions regarding the continuing nature of certain business decisions that, in reality, would be subject to change. The Marathon Oil forecasted financial information was based on information known to Marathon Oil management as of May 11, 2024.

Important factors that may affect actual results and cause the Marathon Oil forecasted financial information not to be achieved include, but are not limited to, changes in commodity prices and production growth rate from those described, risks and uncertainties relating to Marathon Oil’s business (including the ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described in this proxy/statement prospectus or described or referenced in Marathon Oil’s filings with the SEC, including each of Marathon Oil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected. For more information, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 37. In addition, the Marathon Oil forecasted financial information reflects assumptions as to certain business decisions that are subject to change and subjective judgment that is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Marathon Oil forecasted financial information does not reflect revised prospects for Marathon Oil’s or ConocoPhillips’ respective businesses, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Marathon Oil forecasted financial information was prepared.

The Marathon Oil forecasted financial information was developed through Marathon Oil’s customary strategic planning and budgeting process utilizing Marathon Oil management’s best then available estimates and judgments at the time of its preparation. The Marathon Oil forecasted financial information was

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developed on a standalone basis without giving effect to the merger, and therefore the Marathon Oil forecasted financial information does not give effect to the merger or any changes to the combined company’s operations or strategy that may be implemented after the effective time of the merger if the merger is completed, including potential cost synergies to be realized as a result of the merger, or to any costs incurred in connection with the merger. Furthermore, the Marathon Oil forecasted financial information does not take into account the effect of any failure of the merger to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the Marathon Oil forecasted financial information will be realized or that Marathon Oil’s future financial results will not vary materially from the Marathon Oil forecasted financial information. None of Marathon Oil, ConocoPhillips nor any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Marathon Oil forecasted financial information, and none of Marathon Oil, ConocoPhillips, nor any of their respective affiliates undertakes any obligation to update or otherwise revise or reconcile the Marathon Oil forecasted financial information to reflect circumstances existing or developments and events occurring after the date of the Marathon Oil forecasted financial information or that may occur in the future, even in the event that any or all of the assumptions underlying the Marathon Oil forecasted financial information are not realized or are shown to be inappropriate, including with respect to the accounting treatment of the merger under GAAP, or to reflect changes in general economic or industry conditions. Marathon Oil and ConocoPhillips do not intend to make available publicly any update or other revision to the Marathon Oil forecasted financial information, except as otherwise required by applicable law. None of Marathon Oil, ConocoPhillips nor any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Marathon Oil stockholder or any other person regarding the ultimate performance of Marathon Oil or ConocoPhillips compared to the information contained in the Marathon Oil forecasted financial information or that the Marathon Oil forecasted financial information will be achieved. The inclusion of the forecasted financial information herein should not be deemed an admission or representation by Marathon Oil, ConocoPhillips nor any of their respective advisors or other representatives or any other person that it is viewed as material information of Marathon Oil or ConocoPhillips, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing factors and considering that the special meeting will be held several months after the forecasted financial information was prepared, as well as the uncertainties inherent in the Marathon Oil forecasted financial information, Marathon Oil stockholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the Marathon Oil forecasted financial information, and Marathon Oil and ConocoPhillips urge all Marathon Oil stockholders to review Marathon Oil’s most recent SEC filings for a description of Marathon Oil’s reported financial results and ConocoPhillips’ most recent SEC filings for a description of ConocoPhillips’ reported financial results. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 157.

Summary of Marathon Oil Forecasted Financial Information

The unaudited forecasted financial data were prepared utilizing two scenarios based on (i) the latest median street consensus estimates from Capital IQ for 2024E — 2026E (the “Street Consensus Case”) and (ii) management provided forecast for the second quarter ending June 30, 2024 through year end of December 31, 2028 based on strip pricing as of May 7, 2024 for the second quarter ending June 30, 2024 through the fourth quarter ending December 31, 2024 and management provided flat pricing thereafter (the “Management Case”). The following tables present the unaudited forecasted financial data for the Street Consensus Case provided to Morgan Stanley for its use and reliance in connection with its analysis and opinion based on the above referenced assumptions (dollars in millions).

	Quarterly									Yearly
	Q2 2024E			Q3 2024E			Q4 2024E			Yearly
	Q2 2024E			Q3 2024E			Q4 2024E			2025E			2026E
WTI ($/Bbl)		$	81.00		$	80.85		$	79.00		$	76.25		$	76.84
Henry Hub ($/MMBtu)		$	2.08		$	2.50		$	2.98		$	3.50		$	3.64
TTF ($/MMBtu)		$	8.59		$	8.91		$	10.58		$	9.63		$	9.09

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	Yearly
	2024E*			2025E			2026E
Production (Mboe/d)			389			394			405
Revenue		$	6,726		$	7,029		$	6,285
Adjusted EBITDAX(1)		$	4,559		$	4,736		$	4,498
Cash Flow		$	4,038		$	4,164		$	3,907
Capital Expenditures		$	2,003		$	2,050		$	2,122
Free Cash Flow(2)		$	2,035		$	2,114		$	1,785

The values with respect to each line item set forth under the column “2024E” reflect the sum of (i) actual results for the first quarter of fiscal year 2024 and (ii) projected values for the second, third and fourth quarters of fiscal year 2024.

(1)

Adjusted EBITDAX is defined as earnings before interest, taxes, depreciation, depletion, and amortization and exploitations and exploration expense. This measure should not be considered as an alternative to any measure derived in accordance with GAAP.

(2)

Free cash flow is defined as cash from operations less capital expenditures. This measure should not be considered as an alternative to any measure derived in accordance with GAAP.

The following tables presents the unaudited forecasted financial data for the Management Case provided to Morgan Stanley for its use and reliance in connection with its analysis and opinion based on the above referenced assumptions (dollars in millions).

	Quarterly									Yearly
	Q2 2024E			Q3 2024E			Q4 2024E			Yearly
	Q2 2024E			Q3 2024E			Q4 2024E			2025E			2026E			2027E			2028E
WTI ($/Bbl)		$	80.33		$	77.51		$	76.14		$	70.00		$	70.00		$	70.00		$	70.00
Henry Hub ($/MMBtu)		$

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