Coterra (CTRA) CEO shifts shares and awards under Devon merger terms
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy CEO Thomas E. Jorden reported multiple equity transactions tied to the company’s merger with Devon Energy Corporation. On May 7, 2026, awards of restricted and performance stock units vested and converted into Coterra common stock, then were largely exchanged or canceled under the merger terms.
Jorden exercised 191,132 performance stock units into common shares and had a total of 150,422 shares of common stock withheld by the issuer at $32.56 per share to cover tax obligations, which the filing states were not open‑market sales. He also made bona fide gifts of 463,684 shares of common stock, split between direct holdings and a trust. Large dispositions coded as transfers to the issuer, including 2,989,802 indirect shares held by a trust and 372,033 direct shares, reflect conversion into rights to receive Devon common stock at an exchange ratio of 0.7 shares of Devon stock for each Coterra share and the conversion of Coterra-based restricted and performance stock awards into Devon-based time‑vesting awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
191,132 shares exercised/converted
Mixed
10 txns
Insider
JORDEN THOMAS E
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 191,132 | $0.00 | -- |
| Disposition | Performance Stock Units | 191,705 | $0.00 | -- |
| Disposition | Performance Stock Units | 180,328 | $0.00 | -- |
| Tax Withholding | Common Stock | 75,211 | $32.56 | $2.45M |
| Exercise | Common Stock | 191,132 | $0.00 | -- |
| Tax Withholding | Common Stock | 75,211 | $32.56 | $2.45M |
| Gift | Common Stock | 231,842 | $0.00 | -- |
| Gift | Common Stock | 231,842 | $0.00 | -- |
| Disposition | Common Stock | 372,033 | $0.00 | -- |
| Disposition | Common Stock | 2,989,802 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 487,954 shares (Direct, null);
Common Stock — 2,989,802 shares (Indirect, By Trust)
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"), as of 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 372,033 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
Issuer disposition via trust: 2,989,802 shares
Direct issuer disposition: 372,033 shares
Performance stock units exercised: 191,132 units
+3 more
6 metrics
Issuer disposition via trust
2,989,802 shares
Common Stock, indirect ownership by trust, disposition to issuer
Direct issuer disposition
372,033 shares
Common Stock, direct holding, disposition to issuer
Performance stock units exercised
191,132 units
Converted into Coterra common stock on May 7, 2026
Shares withheld for taxes
150,422 shares
Common Stock withheld at $32.56 per share for tax obligations
Bona fide gifts
463,684 shares
Common Stock gifted directly and via trust
Merger exchange ratio
0.7 shares
Devon common stock per share of Coterra common stock
Key Terms
Agreement and Plan of Merger, restricted stock units, performance stock units, bona fide gift, +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.
restricted stock units financial
"certain restricted stock units granted to the Reporting Person... accelerated and vested."
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.
performance stock units financial
"this award of performance stock units granted to the Reporting Person..."
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.
bona fide gift financial
"transaction_code_description: "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
time-based restricted stock unit award financial
"converted... into a time-based restricted stock unit award covering a number of shares of Devon Common Stock..."
Fair Market Value financial
"paid to the Reporting Person in cash equal to the Fair Market Value... of one share of Issuer Common Stock"
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.
FAQ
What insider transactions did Coterra Energy (CTRA) CEO Thomas E. Jorden report?
Thomas E. Jorden reported equity transactions tied to Coterra’s merger with Devon. These included vesting of restricted and performance stock units, issuer share withholdings for taxes, large issuer dispositions linked to the merger exchange, and bona fide share gifts, rather than open-market sales.
Were any of Thomas E. Jorden’s reported Coterra (CTRA) transactions open-market sales?
The filing states the reported withholdings were to satisfy tax obligations and were not sale transactions. Other dispositions were coded as transfers to the issuer or bona fide gifts, all occurring in connection with equity awards and the merger, not open-market trading activity.
What performance stock unit activity did Coterra (CTRA) report for its CEO?
The CEO’s 2024 performance stock unit award was certified and deemed earned, with 191,132 units exercised into Coterra common stock on a one-for-one basis. Additional performance stock unit awards were deemed earned and converted into time-based restricted stock unit awards covering Devon common stock at the 0.7 exchange ratio.