Coterra (CTRA) CEO Jorden reports 217,391-share vesting and trust transfer

Rhea-AI Filing Summary

Coterra Energy CEO and President Thomas E. Jorden reported equity award vesting and related share movements on February 5, 2026. A grant of 217,391 performance shares fully vested and converted on a one-for-one basis into 217,391 shares of common stock, with the cash portion of the award paid separately.

To cover tax obligations from this vesting, 85,544 shares of common stock were withheld by the company at a price of $28.85 per share, leaving Jorden with 514,684 directly held shares immediately afterward. He then transferred 131,847 directly held shares for no consideration, reducing his direct holdings to 382,837 shares.

The same 131,847-share amount was recorded as acquired indirectly "By Trust," bringing the trust’s indirect holdings to 2,757,960 common shares. Following these transactions, all reported performance shares from the February 21, 2023 award were fully settled, with zero performance shares remaining outstanding.

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^*

JORDEN THOMAS E

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		217,391(2)	A	$0(3)	600,228	D
Common Stock	02/05/2026		F		85,544(4)	D	$28.85	514,684	D
Common Stock	02/05/2026		G		131,847	D	$0	382,837	D
Common Stock	02/05/2026		G		131,847	A	$0	2,757,960	I	By Trust

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			217,391(6)	(5)	01/31/2026	Common Stock	217,391(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
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FAQ

What insider transaction did Coterra (CTRA) report for CEO Thomas E. Jorden on February 5, 2026?

Coterra CEO Thomas E. Jorden reported the vesting of 217,391 performance shares into common stock on February 5, 2026. The award was certified by the Compensation Committee based on performance criteria set in a February 21, 2023 performance share agreement.

How many Coterra (CTRA) performance shares vested and how were they settled?

A total of 217,391 performance shares for Coterra’s CEO vested and converted into 217,391 shares of common stock on a one-for-one basis. Any vesting above 100% of the original award was structured to be paid in cash under the award’s terms.

Why were 85,544 Coterra (CTRA) shares withheld in the Form 4 filing?

The 85,544 Coterra shares were withheld by the company to satisfy Thomas E. Jorden’s tax obligations related to the vesting of previously disclosed performance shares. The footnotes clarify this was not a sale transaction by the reporting person in the open market.

What does the transfer coded “G” mean in the Coterra (CTRA) Form 4?

The transaction coded “G” shows 131,847 Coterra shares transferred out of Thomas E. Jorden’s direct ownership at no price and the same amount recorded as acquired indirectly by a trust. After this, he held 382,837 shares directly and 2,757,960 shares indirectly through the trust.

How many Coterra (CTRA) shares does CEO Thomas E. Jorden hold after these transactions?

After the February 5, 2026 transactions, Thomas E. Jorden directly held 382,837 Coterra common shares. Indirectly, a trust associated with him held 2,757,960 common shares, according to the ownership totals reported in the Form 4 tables.

What were the original terms of the Coterra (CTRA) performance share grant to the CEO?

On February 21, 2023, Thomas E. Jorden received a grant of 217,391 performance shares. The award could vest between 0% and 200% based on three-year performance from February 1, 2023 to January 31, 2026, with amounts above 100% paid in cash rather than additional stock.