Coterra (NYSE: CTRA) CTO vests 29,348 shares, 11,549 tax withheld

Rhea-AI Filing Summary

Coterra Energy senior vice president and chief technology officer Kevin William Smith reported the vesting of performance-based equity awards. On February 5, 2026, 29,348 performance shares vested and converted into the same number of common shares at $0 per share.

To cover tax obligations from this vesting, 11,549 common shares were withheld by Coterra at a price of $28.85 per share rather than sold in the market. After these transactions, Smith directly owned 112,102 shares of Coterra 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^*

Smith Kevin William

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026(1)		M		29,348(2)	A	$0(3)	123,651	D
Common Stock	02/05/2026		F		11,549(4)	D	$28.85	112,102	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 (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 Shares(5)	(3)	02/05/2026(1)		M			29,348(6)	(5)	01/31/2026	Common Stock	29,348(6)	$0	0	D

Explanation of Responses:

1. On February 5, 2026, the Compensation Committee of the Issuer certified the performance shares earned resulting in full vesting of the portion payable in common stock and the remainder amount paid to the reporting person in cash.

2. Represents shares of common stock earned as a result of the certification by the Compensation Committee of the Issuer to the achievement of certain performance criteria under the terms of the performance share award agreement granted on February 21, 2023.

3. Each performance share earned (up to 100% of the performance shares awarded) converted into common stock on a one-for-one basis.

4. Represents shares of common stock withheld by the Issuer to satisfy the reporting person's tax obligations relating to the vesting of a previously disclosed award of performance shares, not a sale transaction by the reporting person.

5. On February 21, 2023, the reporting person received a grant of performance shares. The performance share award agreement provides for vesting between 0% and 200% of the performance shares awarded (payable in common stock up to 100% of the performance shares awarded and, for vesting above 100% in cash) based upon the achievement of certain performance criteria over a three-year performance period beginning February 1, 2023 and ending January 31, 2026.

6. Represents the number of performance shares awarded on February 21, 2023.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/09/2026
	** Signature of Reporting Person	Date
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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FAQ

What insider transaction did Coterra Energy (CTRA) report for Kevin William Smith?

Coterra Energy reported that SVP and chief technology officer Kevin William Smith had performance-based equity awards vest. On February 5, 2026, 29,348 performance shares vested and converted into common stock, with a portion of the resulting shares withheld to satisfy tax obligations.

How many Coterra (CTRA) shares vested for the CTO and at what price?

Kevin William Smith had 29,348 performance shares vest and convert into 29,348 shares of Coterra common stock at an exercise price of $0 per share. These shares were earned after the compensation committee certified achievement of performance criteria from a February 21, 2023 performance share award.

How many Coterra (CTRA) shares were withheld for taxes and at what value?

Coterra withheld 11,549 shares of common stock from Kevin William Smith to satisfy tax obligations related to the vesting of performance shares. These withheld shares were valued at $28.85 per share, and the filing specifies this is not a market sale by the reporting person.

How many Coterra (CTRA) shares does the CTO own after this Form 4 transaction?

Following the vesting and tax withholding transactions, Kevin William Smith directly owned 112,102 shares of Coterra Energy common stock. This post-transaction ownership figure reflects the 29,348 vested shares minus the 11,549 shares withheld to cover associated tax liabilities on the award.

What are the terms of the Coterra (CTRA) performance share award granted in 2023?

The February 21, 2023 performance share award permits vesting between 0% and 200% of the granted performance shares, based on specified performance criteria over a three-year period from February 1, 2023 to January 31, 2026. Amounts above 100% vesting are paid in cash, not additional shares.

Did Kevin William Smith sell any Coterra (CTRA) shares in this filing?

The filing states that 11,549 shares were withheld by Coterra to satisfy Kevin William Smith’s tax obligations from the vesting of performance shares. It explicitly notes this withholding is not a sale transaction by the reporting person in the open market or to third parties.