---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-148638"
form_type: "8-K"
ticker: null
cik: "0000101778"
company_name: "MARATHON OIL CORP"
filed_at: "2024-05-29T23:59:59+00:00"
generated_at: "2026-06-01T07:34:31.077332+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# ConocoPhillips to acquire Marathon Oil; exchange ratio 0.2550 COP shares per MRO share

## Summary
- Marathon board unanimously recommends stockholders approve merger with ConocoPhillips.
- CFO Dane Whitehead to retire effective upon merger close; will remain as advisor to CEO until then.
- Termination fee of $557M payable by Marathon under specified circumstances; $86M if stockholders fail to approve.
- Closing conditions include stockholder approval, HSR Act clearance, regulatory approvals, and listing on NYSE.
- Outstanding equity awards to be converted into ConocoPhillips restricted stock, options, or cash based on performance.

## SEC filing metadata
- accession: 0001193125-24-148638
- form_type: 8-K
- cik: 0000101778
- company_name: MARATHON OIL CORP
- filed_at: 2024-05-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/101778/000119312524148638/0001193125-24-148638-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/101778/000119312524148638/d843914d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-148638
- JSON: https://secwatch.observer/filing/0001193125-24-148638.json
- Plain text: https://secwatch.observer/filing/0001193125-24-148638.txt

## Key facts
- Executive change
  Dane E. Whitehead changed role as Executive Vice President and Chief Financial Officer at MARATHON OIL CORP.
  - Action: retired as CFO; will serve as Executive Vice President and Advisor to the CEO
  - Role: Executive Vice President and Chief Financial Officer
  source text: On February 27, 2024, Marathon announced that Dane E. Whitehead, Executive Vice President and Chief Financial Officer of Marathon had informed Marathon of his intention to retire from Marathon effective July 1, 2024. Marathon and Mr. Whitehead agreed to delay his departure and Mr. Whitehead will remain an Executive Vice President and Advisor to the CEO
  evidence_url: https://www.sec.gov/Archives/edgar/data/101778/000119312524148638/0001193125-24-148638-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.