Coterra Energy (NYSE: CTRA) CFO vests stock and withholds shares for taxes

Rhea-AI Filing Summary

Coterra Energy EVP & CFO Shannon E. Young III reported the vesting and settlement of a performance stock unit award. On February 5, 2026, 81,030 performance stock units granted on July 6, 2023 were certified as earned and converted into the same number of common shares at $0 exercise price.

To cover tax obligations from this vesting, 31,886 common shares were withheld by Coterra at $28.85 per share, which is described as a tax withholding, not an open‑market sale. After these transactions, Young directly owned 239,435 Coterra common shares.

Insider Trade Summary

81,030 shares exercised/converted

Mixed 3 txns

Insider Young, III Shannon E.

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Shares	81,030	$0.00	--
Exercise	Common Stock	81,030	$0.00	--
Tax Withholding	Common Stock	31,886	$28.85	$920K

Holdings After Transaction: Performance Shares — 0 shares (Direct); Common Stock — 271,321 shares (Direct)

Footnotes (1)

1. On February 5, 2026, the Compensation Committee of the Issuer certified the performance stock units earned resulting in full vesting of the portion payable in common stock and the remainder amount paid to the reporting person in cash. 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 stock unit award agreement granted on July 6, 2023. Each performance stock unit earned (up to 100% of the performance stock units awarded) converted into common stock on a one-for-one basis. 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 stock units, not a sale transaction by the reporting person. On July 6, 2023, the reporting person received a grant of performance stock units. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units awarded (payable in common stock up to 100% of the performance stock units 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. Represents the number of performance stock units awarded on July 6, 2023.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Young, III Shannon 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

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		81,030(2)	A	$0(3)	271,321	D
Common Stock	02/05/2026		F		31,886(4)	D	$28.85	239,435	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			81,030(6)	(5)	01/31/2026	Common Stock	81,030(6)	$0	0	D

Explanation of Responses:

1. On February 5, 2026, the Compensation Committee of the Issuer certified the performance stock units 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 stock unit award agreement granted on July 6, 2023.

3. Each performance stock unit earned (up to 100% of the performance stock units 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 stock units, not a sale transaction by the reporting person.

5. On July 6, 2023, the reporting person received a grant of performance stock units. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units awarded (payable in common stock up to 100% of the performance stock units 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 stock units awarded on July 6, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did Coterra Energy (CTRA) report for its CFO?

Coterra Energy reported that EVP & CFO Shannon E. Young III had 81,030 performance stock units vest and convert into common stock. Part of the resulting shares was withheld to cover taxes, and he now directly owns 239,435 Coterra common shares.

How many Coterra Energy (CTRA) performance shares vested for the CFO?

81,030 performance stock units vested for Coterra’s CFO following Compensation Committee certification of performance criteria. Each unit converted into one share of common stock, representing the stock‑settled portion of a long‑term incentive award granted on July 6, 2023.

Were Coterra Energy (CTRA) shares sold by the CFO in this Form 4 filing?

The filing describes 31,886 Coterra common shares as withheld by the company to satisfy the CFO’s tax obligations on vesting. It explicitly states this withholding is not a sale transaction by the reporting person in the open market.

What price was used for Coterra Energy (CTRA) share withholding for taxes?

For tax withholding related to the vesting, 31,886 Coterra common shares were withheld at a price of $28.85 per share. This reduced the net shares delivered but did not represent a discretionary sale by the executive.

How many Coterra Energy (CTRA) shares does the CFO own after this transaction?

After the vesting and tax withholding, Coterra’s EVP & CFO directly owned 239,435 common shares. This figure reflects the net shares remaining following conversion of performance stock units and the share withholding for tax obligations.

What were the terms of the Coterra Energy (CTRA) performance stock unit award?

The performance stock unit award granted July 6, 2023 allowed vesting between 0% and 200% based on performance from February 1, 2023 to January 31, 2026. Up to 100% vests in common stock, with any vesting above that level paid in cash.