Coterra (NYSE: CTRA) EVP covers RSU taxes with 11,382 withheld shares

Rhea-AI Filing Summary

Coterra Energy executive vice president of operations Michael D. DeShazer reported a routine share withholding related to equity compensation. On January 30, 2026, 11,382 shares of Coterra common stock were withheld at $28.85 per share to cover his tax obligations from the vesting of previously granted restricted stock units.

After this tax withholding, DeShazer beneficially owned 115,388 shares of Coterra common stock directly. The filing clarifies that this is not a sale transaction by the executive, but an issuer share withholding to satisfy taxes tied to equity award vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DeShazer Michael D.

Role EVP - Operations

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,382	$28.85	$328K

Holdings After Transaction: Common Stock — 115,388 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DeShazer Michael D.

(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 - Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		F		11,382(1)	D	$28.85	115,388	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

Explanation of Responses:

1. 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 restricted stock units, not a sale transaction by the reporting person.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/03/2026
	** 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).
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.

FAQ

What insider transaction did Coterra (CTRA) report for EVP Michael DeShazer?

Coterra reported that EVP of Operations Michael D. DeShazer had 11,382 common shares withheld on January 30, 2026. The shares were withheld by the company to cover tax obligations from vesting restricted stock units, rather than being sold in the open market.

Was the Coterra (CTRA) Form 4 transaction an open-market stock sale?

No, the Form 4 states the transaction was not a sale by the executive. The 11,382 shares were withheld by Coterra to satisfy Michael DeShazer’s tax obligations from a previously disclosed restricted stock unit award that had vested.

How many Coterra (CTRA) shares were withheld and at what price?

The filing shows 11,382 shares of Coterra common stock were withheld at a price of $28.85 per share. This withholding was used to cover executive tax obligations connected to the vesting of restricted stock units rather than representing a discretionary share sale.

How many Coterra (CTRA) shares does EVP Michael DeShazer own after the transaction?

After the tax withholding transaction, Michael DeShazer beneficially owned 115,388 shares of Coterra common stock directly. This figure reflects his holdings following the withholding of 11,382 shares used to cover taxes on vested restricted stock units.

What does transaction code "F" mean in the Coterra (CTRA) Form 4 filing?

In this Form 4, code “F” indicates shares were withheld to pay tax obligations associated with an equity award. Coterra withheld 11,382 shares from Michael DeShazer upon vesting of restricted stock units, instead of him selling shares separately to cover the taxes.

What role does Michael DeShazer hold at Coterra (CTRA) in this Form 4?

The Form 4 identifies Michael D. DeShazer as an officer of Coterra Energy Inc., serving as EVP – Operations. His reported transaction involves company shares withheld for taxes tied to the vesting of a previously granted restricted stock unit award.