Coterra (NYSE: CTRA) SVP equity shifts into Devon stock after merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy SVP & Chief HR Officer Andrea Alexander reported equity award changes tied to Coterra’s merger with Devon Energy. She exercised 38,227 performance stock units into common stock, and the company withheld a total of 57,310 shares of common stock at $32.56 per share to cover tax obligations. These dispositions were to the issuer, not open-market sales.
After these transactions, her 155,971 remaining Coterra common shares were converted into the right to receive Devon Energy common stock at a 0.7-for-1 exchange ratio. Existing Coterra restricted stock unit and performance stock unit awards were similarly converted into Devon equity awards, leaving her with no remaining Coterra securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
38,227 shares exercised/converted
Mixed
8 txns
Insider
Alexander Andrea
Role
SVP & Chief HR Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 38,227 | $0.00 | -- |
| Disposition | Performance Stock Units | 34,856 | $0.00 | -- |
| Disposition | Performance Stock Units | 32,787 | $0.00 | -- |
| Tax Withholding | Common Stock | 27,224 | $32.56 | $886K |
| Tax Withholding | Common Stock | 15,043 | $32.56 | $490K |
| Exercise | Common Stock | 38,227 | $0.00 | -- |
| Tax Withholding | Common Stock | 15,043 | $32.56 | $490K |
| Disposition | Common Stock | 155,971 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 147,830 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 July 10, 2023 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, certain restricted stock units granted to the Reporting Person on February 21, 2024 and payable solely in shares of 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 67,643 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
PSUs exercised: 38,227 shares
Shares withheld for taxes: 57,310 shares
Tax withholding price: $32.56 per share
+3 more
6 metrics
PSUs exercised
38,227 shares
Performance stock units converted into Coterra common stock
Shares withheld for taxes
57,310 shares
Common stock withheld to satisfy tax obligations
Tax withholding price
$32.56 per share
Value used for common shares withheld for taxes
Final Coterra common converted
155,971 shares
Common shares converted into right to receive Devon stock
Merger share exchange ratio
0.7 shares
Devon common stock per Coterra common share
RSU awards converted
67,643 shares
Coterra RSU awards converted into Devon RSU awards
Key Terms
performance stock units, restricted stock units, Agreement and Plan of Merger, Effective Time, +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 July 10, 2023..."
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 financial
"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 financial
"at the effective time of the transactions contemplated thereby (the "Effective Time")..."
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.
