Coterra (NYSE: CTRA) CTO awarded restricted and performance stock units

Rhea-AI Filing Summary

Smith Kevin William reported acquisition or exercise transactions in this Form 4 filing.

Coterra Energy senior vice president and chief technology officer Kevin William Smith reported new equity awards. On February 24, 2026, he was granted 52,460 performance stock units at a price of $0.00 per unit, each representing a contingent right to receive one share of common stock and, for vesting above 100%, additional cash value.

He was also awarded 52,460 restricted stock units payable solely in common stock at $0.00 per share. These restricted stock units vest on January 31, 2029, while the performance stock units may vest between 0% and 200% based on performance criteria measured over a three-year period from February 1, 2026 to January 31, 2029. Following these grants, his directly held common stock totaled 164,562 shares.

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)
02/24/2026

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	02/24/2026		A		52,460(1)	A	$0	164,562	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 Stock Units	(2)	02/24/2026		A		52,460(3)		(4)	(4)	Common Stock	52,460	$0	52,460	D

Explanation of Responses:

1. Represents restricted stock units payable solely in common stock. Subject to the terms of the restricted stock unit award agreement, these restricted stock units vest on January 31, 2029.

2. Each performance stock unit represents a contingent right to receive one share of common stock (up to 100% of the performance stock units awarded) and cash equal to the Fair Market Value (as defined in the performance stock unit award agreement) of one share of common stock for vesting above 100%.

3. Represents the number of performance stock units awarded on February 24, 2026.

4. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units granted (payable in common stock up to 100% of the performance stock units granted and, for vesting above 100%, in cash) based upon the achievement of certain performance criteria over a three-year performance period beginning February 1, 2026 and ending January 31, 2029.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Coterra (CTRA) executive Kevin William Smith receive?

Kevin William Smith received 52,460 performance stock units and 52,460 restricted stock units payable in common stock. Both awards were granted at $0.00 per unit as part of his compensation package on February 24, 2026.

How do the new performance stock units for Coterra (CTRA) executive vest?

The performance stock units can vest between 0% and 200% of the 52,460 units granted. Vesting depends on specified performance criteria measured over a three-year period from February 1, 2026 to January 31, 2029.

When do the restricted stock units granted to the Coterra (CTRA) CTO vest?

The restricted stock units granted to Kevin William Smith vest on January 31, 2029. These units are payable solely in common stock, aligning his compensation with long-term company performance and shareholder value over several years.

Did the Coterra (CTRA) CTO buy shares in the open market in this Form 4?

No, the Form 4 reports equity awards granted at $0.00 per share rather than open-market purchases. The transactions reflect compensation grants of performance stock units and restricted stock units, not cash-funded share acquisitions.

How many Coterra (CTRA) common shares does Kevin William Smith hold after these grants?

After these awards, Kevin William Smith directly holds 164,562 shares of Coterra common stock. This total reflects the newly granted restricted stock units payable in common stock added to his existing direct holdings.

Over what timeframe are performance goals measured for the Coterra (CTRA) PSU award?

Performance for the 52,460 performance stock units is measured over a three-year period. The period runs from February 1, 2026 through January 31, 2029, determining the final vesting percentage between 0% and 200%.