**Who is leaving:** All directors and officers of Marathon have ceased their positions due to the merger with ConocoPhillips. This was not due to any disagreements with the company  **[0001104659-24-122113_tm2428994d1_8k.htm:6]** .

**Why:** The changes are a result of the merger agreement between Marathon and ConocoPhillips, where Marathon became a wholly-owned subsidiary of ConocoPhillips  **[0001104659-24-122113_tm2428994d1_8k.htm:5]** .

**Who is stepping up:** The directors and officers of Merger Sub, a subsidiary of ConocoPhillips, have become the new directors and officers of Marathon  **[0001104659-24-122113_tm2428994d1_8k.htm:6]** .

Leadership Change

The CEO of Marathon Oil Corporation has not left the company. However, as of November 22, 2024, Marathon Oil Corporation has become a wholly-owned subsidiary of ConocoPhillips following a merger. This change in control was part of a previously announced merger agreement where ConocoPhillips acquired Marathon Oil Corporation  **[0001104659-24-122113_tm2428994d1_8k.htm:0]** .

CEO Change

**Marathon Oil Corporation Acquisition by ConocoPhillips**

On November 22, 2024, ConocoPhillips completed its acquisition of Marathon Oil Corporation through a merger. This transaction involved the conversion of Marathon's common stock into ConocoPhillips stock at an exchange ratio of 0.2550 shares of ConocoPhillips for each share of Marathon, along with cash for fractional shares  **[0001104659-24-122113_tm2428994d1_8k.htm:2]** **[0001104659-24-122113_tm2428994d1_8k.htm:0]** .

**Transaction Details**

- **Equity Awards**: Marathon's equity awards were converted into ConocoPhillips' awards based on the merger agreement terms. Restricted stock units and stock options were adjusted according to the exchange ratio  **[0001104659-24-122113_tm2428994d1_8k.htm:2]** .
- **Commercial Paper Program**: Marathon terminated its commercial paper program and settled all outstanding obligations  **[0001104659-24-122113_tm2428994d1_8k.htm:7]** .
- **Municipal Bonds**: ConocoPhillips guaranteed $1 billion of Marathon's municipal bonds, with plans to assume all obligations by July 2026  **[0001104659-24-122113_tm2428994d1_8k.htm:7]** .

**Potential Effects on Financials and Operations**

- **Financial Impact**: The merger is expected to streamline operations and potentially enhance financial performance through synergies between the two companies.
- **Operational Changes**: Marathon's directors and officers were replaced by those from ConocoPhillips' merger subsidiary, indicating a shift in management and operational strategies  **[0001104659-24-122113_tm2428994d1_8k.htm:6]** .

This acquisition marks a significant consolidation in the energy sector, potentially affecting market dynamics and competitive positioning for both companies.

---

**Note**: This summary is based on the latest available information as of November 22, 2024.

Strategic Assets

**ConocoPhillips to increase its ordinary base dividend by 34% starting in Q4 2024**

ConocoPhillips has announced a significant change in its dividend policy. The company plans to increase its ordinary base dividend by 34%, raising it to 78 cents per share starting in the fourth quarter of 2024. This increase is independent of the ongoing transaction with Marathon Oil Corporation  **[0001193125-24-148638_d843914dex991.htm:2]** **[0001193125-24-148638_d843914dex991.htm:1]** .

Company not found (MRO)