Coterra Energy (CTRA) GC equity shifts to Devon stock in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy SVP & General Counsel Adam M. Vela reported equity changes tied to the company’s merger with Devon Energy. A performance stock unit award covering 28,670 shares was exercised into Coterra common stock, and 22,566 shares were withheld to cover tax obligations at a price of $32.56 per share, which the footnotes clarify were not open-market sales.
Additional performance stock unit awards of 39,345 and 36,599 units were deemed earned under merger terms, with earned units converting one-for-one into Coterra common stock and any excess settled in cash at Fair Market Value. At the merger’s effective time, each Coterra share held by Vela, including those underlying time-vesting restricted stock units, converted into the right to receive 0.7 shares of Devon common stock, leaving no Coterra common shares reported as directly held after these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
28,670 shares exercised/converted
Mixed
7 txns
Insider
Vela Adam M
Role
SVP & General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 28,670 | $0.00 | -- |
| Disposition | Performance Stock Units | 36,599 | $0.00 | -- |
| Disposition | Performance Stock Units | 39,345 | $0.00 | -- |
| Tax Withholding | Common Stock | 11,283 | $32.56 | $367K |
| Exercise | Common Stock | 28,670 | $0.00 | -- |
| Tax Withholding | Common Stock | 11,283 | $32.56 | $367K |
| Disposition | Common Stock | 145,316 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 127,929 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 75,944 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
Performance stock units exercised: 28,670 units
Tax withholding shares: 22,566 shares
Single tax-withholding block: 11,283 shares
+4 more
7 metrics
Performance stock units exercised
28,670 units
Exercised into Coterra common stock on 2026-05-07
Tax withholding shares
22,566 shares
Shares withheld to satisfy tax obligations at $32.56 per share
Single tax-withholding block
11,283 shares
Each of two dispositions at $32.56 per share
Common stock disposition
145,316 shares
Reported disposition to issuer with zero shares remaining
Performance stock units deemed earned
39,345 units
2024 PSU award deemed earned and converted per merger terms
Additional PSU award deemed earned
36,599 units
Issuer PSU award deemed earned at 100% of target
Devon stock exchange ratio
0.7 shares
Devon common stock per Coterra share at effective time
Key Terms
Agreement and Plan of Merger, Effective Time, performance stock units, restricted stock units, +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.
Effective Time regulatory
"at the effective time of the transactions contemplated thereby (the "Effective Time")..."
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
"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.
Fair Market Value financial
"paid to the Reporting Person in cash equal to the Fair Market Value..."
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 did Coterra Energy (CTRA) disclose about Adam Vela’s Form 4 transactions?
Coterra reported that SVP & General Counsel Adam M. Vela had performance stock units vest and convert into common shares, with some shares withheld for taxes and all remaining Coterra common stock converted into Devon Energy stock under the merger terms.
Were Adam Vela’s Coterra Energy (CTRA) Form 4 transactions open-market sales?
No, the filing states the dispositions were not open-market sales. Shares were withheld by Coterra to satisfy tax obligations related to restricted and performance stock unit vesting, and remaining shares were converted into Devon Energy stock under the merger agreement.
What happened to Adam Vela’s Coterra performance stock units in the Devon merger?
A 2024 performance stock unit award covering 28,670 units was exercised into Coterra common stock, while other PSU awards of 39,345 and 36,599 units were deemed earned and converted into stock or cash according to certified performance and the merger agreement’s terms.
Does Adam Vela still directly hold Coterra Energy common stock after these transactions?
No, the Form 4 reports zero Coterra common shares directly held after the merger-related conversions. His Coterra equity exposure was effectively converted into rights to receive Devon common stock and certain cash amounts tied to performance stock unit payout terms.