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Coterra (NYSE: CTRA) director converts 79,621 shares in Devon merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Coterra Energy Inc. director Marcus A. Watts reported a disposition of 79,621 shares of Coterra common stock to the issuer in connection with its merger with Devon Energy. At the effective time of the merger, each share was converted into the right to receive 0.7 shares of Devon common stock. This total includes 73,937 shares subject to deferred vested restricted stock unit awards, which were converted into Devon restricted stock unit awards on the same terms. Following the transaction, the filing shows Watts holding no Coterra common shares.

Positive

  • None.

Negative

  • None.
Insider WATTS MARCUS A
Role null
Type Security Shares Price Value
Disposition Common Stock 79,621 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among the Issuer, Devon Energy Corporation ("Devon") and Cubs Merger Sub, Inc., as of the effective time of the transactions contemplated thereby (the "Effective Time"), each share of the Issuer's common stock, par value $0.10 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the Effective Time was converted into the right to receive 0.7 shares of Devon common stock, par value $0.10 per share ("Devon Common Stock"). This amount includes 73,937 shares of Issuer Common Stock subject to deferred awards of vested restricted stock units ("Deferred RSU Awards") held by the Reporting Person that, as of the Effective Time, were converted, on the same terms and conditions, into restricted stock unit awards covering a total number of shares of Devon Common Stock equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Deferred RSU Awards as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
Shares disposed 79,621 shares Coterra common stock transferred to issuer in merger-related conversion
Exchange ratio 0.7 shares Each Coterra common share became right to receive 0.7 Devon shares
Deferred RSU shares 73,937 shares Coterra shares subject to deferred vested RSU awards converted to Devon RSUs
Post-transaction Coterra holdings 0 shares Total Coterra common stock held after reported disposition
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among the Issuer, Devon Energy Corporation..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"as of the effective time of the transactions contemplated thereby (the "Effective Time"), each share of the Issuer's common stock..."
restricted stock units financial
"Issuer Common Stock subject to deferred awards of vested restricted stock units ("Deferred RSU Awards") held by the Reporting Person..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Deferred RSU Awards financial
"includes 73,937 shares of Issuer Common Stock subject to deferred awards of vested restricted stock units ("Deferred RSU Awards")..."
Devon Common Stock financial
"was converted into the right to receive 0.7 shares of Devon common stock, par value $0.10 per share ("Devon Common Stock")."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
WATTS MARCUS A
(Last)(First)(Middle)
840 GESSNER ROAD, SUITE 1400
(Street)
HOUSTON TEXAS 77024
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026D(1)79,621(1)(2)D$00D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among the Issuer, Devon Energy Corporation ("Devon") and Cubs Merger Sub, Inc., as of the effective time of the transactions contemplated thereby (the "Effective Time"), each share of the Issuer's common stock, par value $0.10 per share ("Issuer Common Stock"), held by the Reporting Person as of immediately prior to the Effective Time was converted into the right to receive 0.7 shares of Devon common stock, par value $0.10 per share ("Devon Common Stock").
2. This amount includes 73,937 shares of Issuer Common Stock subject to deferred awards of vested restricted stock units ("Deferred RSU Awards") held by the Reporting Person that, as of the Effective Time, were converted, on the same terms and conditions, into restricted stock unit awards covering a total number of shares of Devon Common Stock equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Deferred RSU Awards as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
Remarks:
/s/ Marcus G. Bolinder, attorney-in-fact05/11/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Coterra Energy (CTRA) director Marcus A. Watts report?

Marcus A. Watts reported disposing of 79,621 shares of Coterra common stock back to the issuer. The disposition occurred at the effective time of Coterra’s merger with Devon Energy, when his Coterra holdings were converted into rights to receive Devon common stock.

How many Coterra shares were converted for Marcus A. Watts in the Devon merger?

The filing shows 79,621 Coterra common shares held by Marcus A. Watts were converted. At the merger’s effective time, each share became a right to receive 0.7 shares of Devon common stock under the Agreement and Plan of Merger dated February 1, 2026.

What happened to Marcus A. Watts’ deferred RSU awards in Coterra Energy (CTRA)?

Watts held 73,937 Coterra shares subject to deferred vested restricted stock unit awards. At the merger’s effective time, these awards were converted into Devon restricted stock unit awards, based on multiplying the Coterra RSU share count by the 0.7 Devon share exchange ratio.

Did Marcus A. Watts retain any Coterra Energy (CTRA) common stock after this Form 4 transaction?

According to the Form 4, Watts held zero Coterra common shares after the reported transaction. His Coterra shares and related deferred RSU awards were converted into rights to receive Devon common stock and Devon restricted stock units at the merger’s effective time.

Was Marcus A. Watts’ Coterra (CTRA) share disposition an open-market sale?

No, the disposition is reported as a transfer to the issuer tied to the Devon merger. The shares were converted into rights to receive Devon common stock rather than sold on the open market, with the Form 4 using a disposition-to-issuer transaction code.