Coterra Energy (CTRA) EVP Blake Sirgo Vests 29,348 Shares, Withholds Stock for Taxes

Rhea-AI Filing Summary

Coterra Energy executive Blake A. Sirgo reported the vesting of a performance-based equity award. On February 5, 2026, 29,348 performance shares converted into 29,348 shares of common stock at $0 per share after the Compensation Committee certified performance results from a February 21, 2023 grant.

The company then withheld 11,549 shares of common stock at $28.85 per share to cover Sirgo’s tax obligations, which the filing notes is not a sale. After these transactions, Sirgo directly owned 124,983 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^*

SIRGO BLAKE A

(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)
	EVP - Business Units

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)	136,532	D
Common Stock	02/05/2026		F		11,549(4)	D	$28.85	124,983	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 transactions did Coterra Energy (CTRA) report for Blake A. Sirgo?

Coterra Energy reported that EVP Blake A. Sirgo had 29,348 performance shares convert into common stock, with 11,549 shares withheld for taxes. After these transactions, he directly held 124,983 shares of Coterra common stock.

How many Coterra Energy (CTRA) performance shares vested for Blake A. Sirgo?

A total of 29,348 performance shares vested and converted into 29,348 shares of Coterra common stock. This vesting followed Compensation Committee certification of performance criteria from a performance share award originally granted on February 21, 2023.

Was Blake A. Sirgo’s Form 4 transaction a sale of Coterra Energy (CTRA) stock?

The filing states that 11,549 shares of common stock were withheld by Coterra to satisfy Blake A. Sirgo’s tax obligations. It explicitly notes this withholding is not a sale transaction by the reporting person in the market.

What price was used for Coterra Energy (CTRA) shares withheld for taxes?

Coterra Energy withheld 11,549 shares of common stock from Blake A. Sirgo at a price of $28.85 per share. These shares were retained by the company solely to cover tax obligations tied to the vesting of performance shares.

How many Coterra Energy (CTRA) shares does Blake A. Sirgo own after this Form 4?

After the vesting and related tax withholding, Blake A. Sirgo directly owns 124,983 shares of Coterra Energy common stock. This figure reflects the newly issued shares from vested performance units minus those withheld for taxes.

What performance period applied to Blake A. Sirgo’s Coterra Energy (CTRA) performance shares?

The performance share award was granted on February 21, 2023 and covers a three-year performance period from February 1, 2023 through January 31, 2026. Vesting can range from 0% to 200% based on achieving specified performance criteria.