Sec Form 4 Filing - Donadio Marcela E @ MARATHON OIL CORP - 2024-11-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Donadio Marcela E 2. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [ MRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 990 TOWN & COUNTRY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2024 (Street) HOUSTON, TX77024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/22/2024 D 20,263 ( 1 ) ( 2 ) D 0 D Common Stock 11/22/2024 D 85,815.173 ( 2 ) ( 3 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donadio Marcela E C/O MARATHON OIL CORPORATION 990 TOWN & COUNTRY BOULEVARD HOUSTON, TX77024 X Signatures John D. Montanti, Attorney-in-Fact for Marcela E. Donadio 11/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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") 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. ( 3 )Non-Retainer Annual Director Deferred Stock Unit Award granted under Marathon Oil Corporation 2019 Incentive Compensation Plan. Includes dividends of 1,027.054 shares previously not reported pursuant to Rule 16a-11.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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