[Form 4] Coterra Energy Inc. Insider Trading Activity
Coterra Energy EVP - Operations Michael D. DeShazer reported multiple equity award transactions tied to Coterra’s merger with Devon Energy.
Rhea-AI Filing Summary
Coterra Energy EVP - Operations Michael D. DeShazer reported multiple equity award transactions tied to Coterra’s merger with Devon Energy. He exercised 30,582 performance stock units into an equal number of Coterra common shares, then had 24,070 shares withheld to cover tax obligations, which the filing clarifies were not open-market sales.
Under the merger agreement, each share of Coterra common stock he held, including shares from awards, was converted into the right to receive 0.7 shares of Devon common stock. His time-vesting and performance-based restricted stock unit awards were also converted into time-based restricted stock unit awards covering Devon common stock on the same general terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,582 shares exercised/converted
Exercise
7 txns
Insider
DeShazer Michael D.
Role
EVP - Operations
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 30,582 | $0.00 | $0.00 |
| Disposition | Performance Stock Units | 47,927 | $0.00 | $0.00 |
| Disposition | Performance Stock Units | 52,460 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 12,035 | $32.56 | $392K |
| Exercise | Common Stock | 30,582 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 12,035 | $32.56 | $392K |
| Disposition | Common Stock | 191,500 | $0.00 | $0.00 |
Holdings After Transaction:
Performance Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (6)
- F1. 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.
- F2. 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%.
- F3. 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
- F4. 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.
- F5. This amount includes 100,387 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.
- F6. 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
Options/units exercised: 30,582 shares
Tax withholding shares: 24,070 shares
PSU award 2024 tranche: 52,460 units
+3 more
6 metrics
Options/units exercised
30,582 shares
Performance stock units exercised into Coterra common stock on 2026-05-07
Tax withholding shares
24,070 shares
Two F-code dispositions of 12,035 Coterra common shares each at $32.56
PSU award 2024 tranche
52,460 units
Performance stock units deemed earned and tied to Coterra common stock
Additional PSU award
47,927 units
Separate performance stock unit award converted under merger terms
RSU awards converted
100,387 shares
Coterra RSU shares converted into Devon RSU awards at effective time
Share exchange ratio
0.7
Each Coterra common share converted into right to 0.7 Devon share
Key Terms
Performance Stock Units, restricted stock units, Agreement and Plan of Merger, Effective Time, +2 more
6 terms
Performance Stock Units financial
"this award of performance stock units granted to the Reporting Person on February 21, 2024 (the "2024 PSU Award") was deemed earned"
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 and payable solely in shares of the Issuer's common stock"
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 regulatory
"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."
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"), certain restricted stock units granted to the Reporting Person"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Fair Market Value financial
"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"
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.
tax obligations financial
"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"
FAQ
What did Coterra Energy EVP Michael DeShazer report in this Form 4 for CTRA?
Michael DeShazer reported equity award activity linked to Coterra’s merger with Devon. He exercised 30,582 performance stock units into common shares and had shares withheld for taxes, with his remaining Coterra equity converting into rights to receive Devon common stock.
What performance stock unit awards were affected for Michael DeShazer at Coterra Energy?
Performance stock unit awards granted on February 21, 2024 were certified as earned under their terms before the merger’s effective time. Up to 100% of those units converted one-for-one into Coterra common stock, with any amount above 100% paid in cash at fair market value.
How did the Coterra–Devon merger impact Michael DeShazer’s CTRA equity holdings?
At the effective time of the merger, each Coterra common share DeShazer held converted into the right to receive 0.7 shares of Devon common stock. His Coterra restricted stock unit and performance stock unit awards were also converted into time-based restricted stock units covering Devon shares.
What happened to Michael DeShazer’s time-vesting RSU awards at Coterra Energy?
The filing notes 100,387 Coterra common shares underlying time-vesting restricted stock unit awards were converted at the merger’s effective time. They became time-based restricted stock unit awards for Devon common stock, using the 0.7 Coterra-to-Devon share conversion factor.
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