Coterra (CTRA) CEO awarded performance and restricted stock units

Rhea-AI Filing Summary

JORDEN THOMAS E reported acquisition or exercise transactions in this Form 4 filing.

Coterra Energy Inc. CEO and President Thomas E. Jorden reported equity awards tied to company stock. He received 180,328 performance stock units and restricted stock units representing 180,328 shares of common stock, both reported as grants at a price of $0.00 per share.

The restricted stock units are payable solely in common stock and vest on January 31, 2029. The performance stock units cover a three-year performance period from February 1, 2026 to January 31, 2029, with vesting between 0% and 200% of the units granted based on performance criteria. Up to 100% of vested performance units are settled in common stock, with any vesting above 100% settled in cash equal to the fair market value of common stock.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JORDEN THOMAS E

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/24/2026		A		180,328(1)	A	$0	563,165	D
Common Stock								2,757,960	I	By Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance Stock Units	(2)	02/24/2026		A		180,328(3)		(4)	(4)	Common Stock	180,328	$0	180,328	D

Explanation of Responses:

1. Represents restricted stock units payable solely in common stock. Subject to the terms of the restricted stock unit award agreement, these restricted stock units vest on January 31, 2029.

2. Each performance stock unit represents a contingent right to receive one share of common stock (up to 100% of the performance stock units awarded) and cash equal to the Fair Market Value (as defined in the performance stock unit award agreement) of one share of common stock for vesting above 100%.

3. Represents the number of performance stock units awarded on February 24, 2026.

4. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units granted (payable in common stock up to 100% of the performance stock units granted and, for vesting above 100%, in cash) based upon the achievement of certain performance criteria over a three-year performance period beginning February 1, 2026 and ending January 31, 2029.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Coterra (CTRA) CEO Thomas Jorden receive in this Form 4?

Thomas Jorden received 180,328 performance stock units and restricted stock units representing 180,328 shares of common stock. Both awards were granted at $0.00 per share as part of his equity compensation, rather than through any open-market stock purchase.

When do Thomas Jorden’s new Coterra (CTRA) restricted stock units vest?

The restricted stock units reported for Thomas Jorden vest on January 31, 2029. These units are payable solely in Coterra common stock upon vesting, aligning his long-term compensation with the company’s share performance over the multi-year vesting period.

How do the Coterra (CTRA) performance stock units granted to the CEO work?

Each performance stock unit represents a contingent right to receive one share of common stock up to 100% of the award. Vesting can range from 0% to 200% based on performance criteria, with any vesting above 100% settled in cash at fair market value.

What is the performance period for Coterra (CTRA) CEO Thomas Jorden’s performance stock units?

The performance stock units use a three-year performance period starting February 1, 2026 and ending January 31, 2029. Final vesting within a 0% to 200% range depends on achieving specified performance criteria over this timeframe, as defined in the award agreement.

Did Thomas Jorden buy or sell Coterra (CTRA) shares on the open market in this filing?

No open-market buys or sells are reported. The Form 4 shows equity compensation grants of restricted stock units and performance stock units at $0.00 per share, rather than discretionary purchases or sales through the market.

What indirect Coterra (CTRA) share holdings by Thomas Jorden’s trust are disclosed?

The filing shows indirect ownership of 2,757,960 Coterra common shares held "By Trust". This line reflects continuing trust-held ownership after the reported grants, without detailing any new purchase or sale transactions for those indirectly held shares.