Chad C. Deaton - 22 Nov 2024 Form 4 Insider Report for MARATHON OIL CORP

Footnote F1

This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated May 28, 2024, by and among Marathon Oil Corporation, a Delaware corporation ("Marathon"), ConocoPhillips, a Delaware corporation ("ConocoPhillips"), and Puma Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ConocoPhillips ("Merger Sub "), under which, and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into Marathon (the "Merger").

Footnote F2

Pursuant to the Merger Agreement, at the effective time of the Merger each share of common stock, par value $1.00 per share, of Marathon ("Marathon common stock"), each outstanding restricted stock unit and each director deferred stock unit award beneficially owned by the Reporting Person were cancelled and converted into the right to receive 0.2550 shares of common stock, par value $0.01 per share, of ConocoPhillips ("ConocoPhillips common stock") and cash in lieu of any fractional ConocoPhillips common stock.

Footnote F3

Non-Retainer Annual Director Deferred Stock Unit Award granted under Marathon Oil Corporation 2019 Incentive Compensation Plan. Includes dividends of 433.766 shares previously not reported pursuant to Rule 16a-11.

Footnote F4

Non-Retainer Annual Director Stock Unit Award granted under Marathon Oil Corporation 2019 Incentive Compensation Plan.