Coterra Energy (CTRA) SVP Adam Vela sees 21,739 performance shares vest and tax withholding

Rhea-AI Filing Summary

Coterra Energy Inc. insider Adam M. Vela, SVP & General Counsel, reported equity compensation activity tied to performance shares. On February 5, 2026, 21,739 performance shares granted on February 21, 2023 fully vested based on certified performance results and converted into 21,739 shares of common stock.

A portion of these shares, 8,555, was withheld by Coterra at $28.85 per share to cover Vela’s tax obligations, which the filing notes is not a market sale. After these transactions, Vela directly holds 99,867 shares of Coterra common stock.

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^*

Vela Adam M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & General Counsel

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		21,739(2)	A	$0(3)	108,422	D
Common Stock	02/05/2026		F		8,555(4)	D	$28.85	99,867	D

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			21,739(6)	(5)	01/31/2026	Common Stock	21,739(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Coterra Energy (CTRA) report for Adam M. Vela?

Coterra Energy reported that SVP & General Counsel Adam M. Vela had 21,739 performance shares vest and convert into common stock. These shares were earned after the compensation committee certified achievement of performance criteria under a February 21, 2023 performance share award agreement.

How many Coterra Energy (CTRA) shares does Adam M. Vela own after this Form 4?

After the reported transactions, Adam M. Vela directly owns 99,867 shares of Coterra Energy common stock. This reflects the conversion of 21,739 performance shares and the withholding of 8,555 shares to satisfy tax obligations related to the vesting event.

Were any of Adam M. Vela’s Coterra (CTRA) transactions open-market sales?

The filing states that 8,555 Coterra shares were withheld by the company at $28.85 per share to cover tax obligations. It specifically notes this is not a sale transaction by the reporting person, but share withholding associated with vesting of performance shares.

What are the terms of Adam M. Vela’s Coterra performance share award?

Vela received a performance share grant on February 21, 2023, with vesting between 0% and 200% over a three-year period from February 1, 2023 to January 31, 2026. Up to 100% vests in stock, and any vesting above 100% is paid in cash.

What triggered the vesting of Coterra (CTRA) performance shares on February 5, 2026?

On February 5, 2026, Coterra’s compensation committee certified the performance results for Vela’s award. This certification determined the number of performance shares earned, causing full vesting of the stock portion and payment of any remaining amount in cash according to the award’s terms.