Coterra (NYSE: CTRA) CEO reports tax-share withholding and trust transfer

Rhea-AI Filing Summary

Coterra Energy Inc. CEO and President Thomas E. Jorden reported several equity movements dated January 30, 2026. The company withheld 85,716 shares of common stock at $28.85 per share to cover his tax obligations from a previously disclosed restricted stock unit vesting, which is not a sale by him.

On the same date, 131,675 common shares were moved from his direct holdings to a trust and reported at $0 per share, leaving him with 382,837 shares held directly and 2,626,113 shares held indirectly through the trust.

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)
01/30/2026

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	01/30/2026		F		85,716(1)	D	$28.85	514,512	D
Common Stock	01/30/2026		G		131,675	D	$0	382,837	D
Common Stock	01/30/2026		G		131,675	A	$0	2,626,113	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

Explanation of Responses:

1. 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 restricted stock units, not a sale transaction by the reporting person.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Coterra Energy (CTRA) report for its CEO on January 30, 2026?

Coterra Energy reported that CEO Thomas E. Jorden had 85,716 common shares withheld on January 30, 2026, to satisfy tax obligations from a previously disclosed restricted stock unit vesting, plus an internal transfer of 131,675 shares involving a trust.

Were any of Thomas E. Jorden’s Coterra (CTRA) transactions open-market sales?

The filing states that 85,716 shares were withheld by Coterra to cover Thomas E. Jorden’s tax obligations from restricted stock unit vesting, and explicitly notes this was not a sale transaction by him, distinguishing it from an open-market disposition.

How many Coterra (CTRA) shares does CEO Thomas E. Jorden hold directly after the reported Form 4 transactions?

After the January 30, 2026 transactions, Thomas E. Jorden beneficially owned 382,837 Coterra common shares directly. This reflects the reported tax withholding and the separate transfer of 131,675 shares associated with his holdings.

How many Coterra (CTRA) shares are reported as indirectly owned by Thomas E. Jorden through a trust?

Following the January 30, 2026 report, Thomas E. Jorden was shown as indirectly owning 2,626,113 Coterra common shares through a trust. This includes a reported transaction of 131,675 shares categorized as indirectly held "By Trust."

What does transaction code “F” mean in the Coterra (CTRA) CEO’s Form 4 filing?

In this Form 4, code “F” refers to 85,716 Coterra shares withheld by the issuer to satisfy Thomas E. Jorden’s tax obligations from vesting restricted stock units, and the explanation clarifies this is not a sale by the reporting person.

What does the trust-related transaction in Coterra (CTRA) CEO’s Form 4 indicate?

The filing shows a transaction of 131,675 Coterra shares at $0 per share coded “G,” with those shares reported as indirectly owned "By Trust," indicating a transfer involving a trust rather than a market purchase or sale.