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Coterra (CTRA) VP Conaway converts 26,230 shares into Devon stock in merger

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

Rhea-AI Filing Summary

Coterra Energy Inc. Vice President & CAO Gregory F. Conaway reported a disposition of 26,230 shares of Coterra common stock back to the issuer in connection with a merger with Devon Energy Corporation. At the merger’s effective time, each Coterra share was converted into the right to receive 0.7 shares of Devon common stock, including shares underlying time-vesting restricted stock unit awards. Following this conversion-related disposition, Conaway reported holding 0 shares of Coterra common stock.

Positive

  • None.

Negative

  • None.
Insider Conaway Gregory F
Role Vice President & CAO
Type Security Shares Price Value
Disposition Common Stock 26,230 $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 26,230 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person that, as of the Effective Time, were converted, on the same terms and conditions, into time-based 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 Issuer RSU Awards as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
Shares disposed 26,230 shares Disposition to issuer of Coterra common stock
Conversion ratio 0.7 shares Each Coterra share converts into 0.7 Devon shares
Price per share $0.00 per share Reported for the disposition to issuer
Holdings after transaction 0 shares Coterra common stock reported after disposition
RSU-related shares 26,230 shares Coterra RSU awards converted to Devon RSU awards using 0.7 factor
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger entered into on February 1, 2026..."
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")..."
restricted stock units financial
"shares of Issuer Common Stock subject to awards of time-vesting restricted stock units..."
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Devon Common Stock financial
"was converted into the right to receive 0.7 shares of 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*
Conaway Gregory F
(Last)(First)(Middle)
840 GESSNER RD, STE 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Vice President & CAO
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)26,230(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 26,230 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person that, as of the Effective Time, were converted, on the same terms and conditions, into time-based 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 Issuer 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 (CTRA) report for Gregory F. Conaway?

Gregory F. Conaway, Coterra’s Vice President & CAO, reported disposing of 26,230 shares of Coterra common stock back to the issuer. The transaction occurred at a reported price of $0.00 per share in connection with Coterra’s merger with Devon Energy Corporation.

Was Gregory F. Conaway’s Coterra (CTRA) transaction an open-market sale?

No, the Form 4 describes the transaction as a “Disposition to issuer,” not an open-market sale. The shares were surrendered back to Coterra as part of the merger process with Devon Energy, rather than being sold on a stock exchange.

How many Coterra (CTRA) shares did Gregory F. Conaway dispose of in this filing?

The filing shows Gregory F. Conaway disposed of 26,230 shares of Coterra common stock. This amount includes shares underlying time-vesting restricted stock unit awards that were treated under the same merger conversion terms as his other Coterra shares.

What did Coterra (CTRA) shareholders like Gregory F. Conaway receive in the Devon merger?

Each share of Coterra common stock was converted into the right to receive 0.7 shares of Devon common stock. This same 0.7 conversion ratio applied to shares underlying time-vesting Coterra restricted stock unit awards held by Gregory F. Conaway at the merger’s effective time.

What is Gregory F. Conaway’s reported Coterra (CTRA) holding after this Form 4 transaction?

After the merger-related disposition, Gregory F. Conaway reported holding 0 shares of Coterra common stock. His economic interest shifted to rights over Devon common stock and Devon-based restricted stock units under the stated 0.7-for-1 conversion terms.

How were Gregory F. Conaway’s Coterra (CTRA) RSU awards treated in the Devon merger?

Time-vesting Coterra restricted stock unit awards held by Gregory F. Conaway were converted into Devon restricted stock unit awards. The number of Devon RSUs was calculated by multiplying the Coterra RSU share count by the 0.7 Coterra-to-Devon conversion ratio at the merger’s effective time.