Coterra (NYSE: CTRA) CFO shifts PSU and RSU awards into Devon stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy EVP & CFO Shannon E. Young III reported equity transactions tied to the closing of Coterra’s merger with Devon Energy. On May 7, 2026, he exercised 71,675 performance stock units into an equal number of shares of Coterra common stock.
The company withheld 28,206 shares twice, totaling 56,412 shares of common stock, to cover tax obligations related to the vesting of restricted stock units and the 2024 performance stock unit award, which the footnotes clarify were not open‑market sales.
Under the merger agreement, each share of Coterra common stock held immediately before the effective time converted into the right to receive 0.7 shares of Devon common stock. Time‑vesting restricted stock units and performance stock units were also converted into Devon restricted stock unit awards on the same terms, leaving no remaining Coterra equity awards disclosed for the CFO after these conversions.
Positive
- None.
Negative
- None.
Insider Trade Summary
71,675 shares exercised/converted
Mixed
7 txns
Insider
Young, III Shannon E.
Role
EVP & Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 71,675 | $0.00 | -- |
| Disposition | Performance Stock Units | 69,711 | $0.00 | -- |
| Disposition | Performance Stock Units | 68,853 | $0.00 | -- |
| Tax Withholding | Common Stock | 28,206 | $32.56 | $918K |
| Exercise | Common Stock | 71,675 | $0.00 | -- |
| Tax Withholding | Common Stock | 28,206 | $32.56 | $918K |
| Disposition | Common Stock | 323,551 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 280,082 shares (Direct, null)
Footnotes (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. (the "Merger Agreement"), at the effective time of the transactions contemplated thereby (the "Effective Time"), certain restricted stock units granted to the Reporting Person on February 21, 2024 and payable solely in shares of the Issuer's common stock, par value $0.10 per share ("Issuer Common Stock"), accelerated and vested. The reported disposition represents shares of Issuer Common Stock withheld by the Issuer to satisfy the Reporting Person's tax obligations related to the vesting of such previously disclosed award of restricted stock units, not a sale transaction by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, this award of performance stock units granted to the Reporting Person on February 21, 2024 (the "2024 PSU Award") was deemed earned as a result of the certification by the Compensation Committee of the Issuer to the achievement of the actual level of performance achieved under the terms of such 2024 PSU Award prior to the Effective Time. Each performance stock unit earned (up to 100% of the performance stock units awards) converted into Issuer Common Stock on a one-for-one basis and the remainder was paid to the Reporting Person in cash equal to the Fair Market Value (as defined in the 2024 PSU Award) of one share of Issuer Common Stock for vesting above 100%. The reported disposition represents shares of Issuer Common Stock withheld by the Issuer to satisfy the Reporting Person's tax obligations related to the vesting of the 2024 PSU Award, not a sale transaction by the Reporting Person. Pursuant to the Merger Agreement, as of the Effective Time, each share of 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. This amount includes 138,564 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. Pursuant to the Merger Agreement, at the Effective Time, this award of performance stock units (an "Issuer PSU Award") was deemed earned at 100% of the target level as a result of the certification by the Compensation Committee of the Issuer to the actual level of performance achieved under the terms of such Issuer PSU Award prior to the Effective Time, and was converted, on the same terms and conditions (other than any continuing performance-based vesting conditions and cash settlement features), into a time-based restricted stock unit award covering a number of shares of Devon Common Stock equal to the product of (i) the target number of shares of Issuer Common Stock subject to such Issuer PSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
Key Figures
Performance stock units exercised: 71,675 shares
Tax-withholding disposition (each block): 28,206 shares at $32.56
Total tax-withheld shares: 56,412 shares
+4 more
7 metrics
Performance stock units exercised
71,675 shares
Converted into Coterra common stock on May 7, 2026
Tax-withholding disposition (each block)
28,206 shares at $32.56
Shares withheld to satisfy tax obligations
Total tax-withheld shares
56,412 shares
Two F-code transactions related to vested RSUs and 2024 PSU award
Merger share exchange ratio
0.7 shares
Each Coterra common share converted into 0.7 Devon common shares
RSU awards converted
138,564 shares
Coterra RSUs converted into Devon RSUs at 0.7 exchange ratio
Performance stock units disposed
68,853 units
2024 PSU award deemed earned and settled per merger terms
Additional PSU disposition
69,711 units
Issuer PSU award converted into Devon time-based RSUs at 0.7
Key Terms
Agreement and Plan of Merger, performance stock units, restricted stock units, Fair Market Value, +2 more
6 terms
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.
performance stock units financial
"this award of performance stock units granted to the Reporting Person on February 21, 2024..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"certain restricted stock units granted to the Reporting Person on February 21, 2024..."
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.
Fair Market Value financial
"paid to the Reporting Person in cash equal to the Fair Market Value of one share..."
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
time-based restricted stock unit award financial
"converted, on the same terms and conditions, into time-based restricted stock unit awards..."
Effective Time regulatory
"at the Effective Time of the transactions contemplated thereby..."
FAQ
What did Coterra (CTRA) CFO Shannon Young report in this Form 4?
Coterra’s CFO reported vesting and conversion of equity awards tied to the Devon merger. He exercised 71,675 performance stock units, had shares withheld for taxes, and all disclosed Coterra equity converted into rights to receive Devon common stock and Devon restricted stock units.
Were any of the Coterra (CTRA) CFO’s reported transactions open-market sales?
The filing and footnotes state the dispositions were not sales. Shares of Coterra common stock were withheld by the company to satisfy tax obligations on vesting equity awards, and remaining holdings converted into Devon stock under the merger agreement rather than being sold in the market.
How were Coterra (CTRA) performance stock units treated in the Devon merger?
Performance stock units granted in 2024 were deemed earned based on certified performance before closing. Some converted one‑for‑one into Coterra common stock, while amounts above 100% target were paid in cash, and other PSU awards converted into time‑based Devon restricted stock units at a 0.7 exchange ratio.
What happened to Coterra (CTRA) restricted stock units held by the CFO?
Time-vesting restricted stock units accelerated and vested or were converted into Devon restricted stock units. A footnote states 138,564 Coterra shares subject to such RSU awards converted into Devon time-based RSUs using the 0.7 exchange ratio, preserving similar terms and conditions after the merger.