Coterra (CTRA) SVP shifts RSUs and PSUs into Devon stock under merger terms
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy SVP & Chief Technology Officer Kevin William Smith reported several equity award transactions tied to Coterra’s merger with Devon Energy. At the merger’s effective time, previously granted restricted stock units and a 2024 performance stock unit (PSU) award vested or were deemed earned, and 12,035 shares of Coterra common stock were withheld on two occasions at $32.56 per share to cover tax obligations, which the company states were not sale transactions by Smith.
In connection with these changes, 30,582 performance stock units were exercised and converted into an equal number of Coterra common shares, while other PSU awards totaling 52,460 and 46,184 units were disposed of to the issuer as part of the merger-related adjustments. 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. The filing notes that 98,644 Coterra RSU-based shares were converted into time-based restricted stock units covering Devon common stock using the same 0.7 exchange ratio, and Smith’s Coterra equity awards were correspondingly replaced with Devon-based awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,582 shares exercised/converted
Mixed
7 txns
Insider
Smith Kevin William
Role
SVP & Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 30,582 | $0.00 | -- |
| Disposition | Performance Stock Units | 46,184 | $0.00 | -- |
| Disposition | Performance Stock Units | 52,460 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,035 | $32.56 | $392K |
| Exercise | Common Stock | 30,582 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,035 | $32.56 | $392K |
| Disposition | Common Stock | 171,074 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 152,527 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 98,644 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
Tax withholding shares: 12,035 shares at $32.56
PSUs exercised: 30,582 units
PSUs disposed (2024 award): 52,460 units
+4 more
7 metrics
Tax withholding shares
12,035 shares at $32.56
Shares of Coterra common withheld on each of two occasions for tax obligations
PSUs exercised
30,582 units
Performance stock units exercised and converted into Coterra common stock
PSUs disposed (2024 award)
52,460 units
Performance stock units from the 2024 PSU award disposed to issuer under merger adjustments
Additional PSUs disposed
46,184 units
Separate performance stock unit award disposed to issuer in connection with merger
RSU-based Coterra shares converted
98,644 shares
Coterra RSU awards converted into time-based Devon RSUs using exchange ratio
Share exchange ratio
0.7 shares
Each Coterra common share converted into right to receive 0.7 Devon share
Tax withholding total
24,070 shares
Combined Coterra shares withheld across two F-code tax-withholding transactions
Key Terms
performance stock units, restricted stock units, Agreement and Plan of Merger, Fair Market Value, +1 more
5 terms
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.
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.
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 a time-based restricted stock unit award"
FAQ
What insider transactions did Coterra Energy (CTRA) SVP Kevin Smith report?
Kevin Smith reported merger-related equity award adjustments, including exercises of performance stock units, issuer dispositions of awards, and share withholdings to cover taxes. These actions restructured his Coterra holdings into Devon-based stock and restricted stock unit awards under the merger terms.
Were Kevin Smith’s Coterra (CTRA) transactions open-market sales of stock?
The filing states the reported dispositions were issuer actions or tax withholdings, not open-market sales by Kevin Smith. Shares were withheld to satisfy tax obligations on vesting awards and converted under the merger, rather than being sold into the market.
How did the Coterra–Devon merger affect Kevin Smith’s CTRA equity awards?
Under the Merger Agreement, Smith’s Coterra restricted stock units and performance stock units vested or were deemed earned, then converted into rights over Devon common stock. Time-based Coterra RSUs and certain PSU awards became Devon RSUs on the same terms, reflecting the agreed exchange ratio.
What performance stock unit activity did Kevin Smith report for Coterra (CTRA)?
Kevin Smith reported a 30,582-unit performance stock award exercised into Coterra common stock and two additional PSU awards of 52,460 and 46,184 units disposed to the issuer. These changes followed Compensation Committee performance certification and were implemented under the merger terms with Devon.