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Devon–Coterra merger: Coterra (NYSE: CTRA) director disposes all reported shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Coterra Energy Inc. director Hans Helmerich reported a series of dispositions of common stock that reflect the closing of the company’s merger with Devon Energy Corporation. On May 7, 2026, a total of 1,865,644 shares of Coterra common stock were disposed of at a reported price of $0.00 per share.

The shares were held both directly and through various related entities, including family trusts, an LLC, and holdings by his wife. According to the merger agreement footnote, at the effective time of the merger each Coterra share held immediately before closing was converted into the right to receive 0.7 shares of Devon common stock, so these dispositions represent the exchange of Helmerich’s Coterra holdings into Devon stock. Following the transactions, the Form 4 shows zero Coterra shares remaining under each reported ownership line.

Positive

  • None.

Negative

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Insider HELMERICH HANS
Role null
Type Security Shares Price Value
Disposition Common Stock 77,735 $0.00 --
Disposition Common Stock 91,145 $0.00 --
Disposition Common Stock 40,146 $0.00 --
Disposition Common Stock 45,967 $0.00 --
Disposition Common Stock 1,304,895 $0.00 --
Disposition Common Stock 229,774 $0.00 --
Disposition Common Stock 44,409 $0.00 --
Disposition Common Stock 31,573 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, Co-Trustee of The Helmerich Trust (fka Co-Trustee of the Helmerich Foundation))
Footnotes (1)
  1. [object Object]
Total Coterra shares disposed 1,865,644 shares Common stock dispositions on May 7, 2026
Exchange ratio 0.7 shares Devon common stock per Coterra share at Effective Time
Transaction code D Non-derivative transactions, Disposition to issuer
Reported price per share $0.00 per share All disposition entries on May 7, 2026
Number of disposal transactions 8 transactions Non-derivative common stock entries in Form 4
Shares following each transaction 0 shares Total shares following transaction for each holding line
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
"as of the effective time of the transactions contemplated thereby (the "Effective Time")..."
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
QTIP Trust financial
"Peggy Helmerich QTIP Trust (fka Trustee of Estate of W.H. Helmerich III)"
Common Stock financial
""security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
HELMERICH HANS

(Last)(First)(Middle)
840 GESSNER ROAD, SUITE 1400

(Street)
HOUSTON TEXAS 77024

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Coterra Energy Inc. [ CTRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026D(1)77,735(1)D$00D
Common Stock05/07/2026D(1)91,145(1)D$00ICo-Trustee of The Helmerich Trust (fka Co-Trustee of the Helmerich Foundation)
Common Stock05/07/2026D(1)40,146(1)D$00ISaddleridge, LLC
Common Stock05/07/2026D(1)45,967(1)D$00IBy wife
Common Stock05/07/2026D(1)1,304,895(1)D$00IPeggy Helmerich QTIP Trust (fka Trustee of Estate of W.H. Helmerich III)
Common Stock05/07/2026D(1)229,774(1)D$00ITrustee, 1993 Hans Helmerich Trust
Common Stock05/07/2026D(1)44,409(1)D$00ICo-Manager of Helmerich Grandchildren LLC
Common Stock05/07/2026D(1)31,573(1)D$00ITrustee of Family Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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., as of the effective time of the transactions contemplated thereby (the "Effective Time"), each share of the Issuer's common stock, par value $0.10 per share, 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, par value $0.10 per share.
Remarks:
/s/ Marcus G. Bolinder, attorney-in-fact05/11/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Coterra (CTRA) director Hans Helmerich report in this Form 4?

Hans Helmerich reported disposing of Coterra common stock holdings on May 7, 2026. The transactions reflect shares held directly and through multiple family-related entities being exchanged in connection with the merger into Devon Energy Corporation under an agreed share-conversion ratio.

How many Coterra (CTRA) shares were disposed of in total by Hans Helmerich–related holdings?

The filing shows 1,865,644 Coterra common shares disposed across eight transactions. These included shares held as trustee of several family trusts, through LLC interests, by his wife, and in his own name, all reported as dispositions to the issuer tied to the merger.

What exchange ratio applies to Coterra (CTRA) shares in the Devon merger?

The footnote states each Coterra common share was converted into the right to receive 0.7 shares of Devon common stock. This conversion applied to shares held by Hans Helmerich immediately prior to the effective time of the merger transaction under the Agreement and Plan of Merger.

Were Hans Helmerich’s Coterra (CTRA) holdings direct or through entities?

The Form 4 shows both direct and indirect holdings. Indirect positions were through roles such as trustee of family trusts, co-manager of an LLC for grandchildren, an LLC interest, and shares held by his wife, alongside a direct holding reported under his own name.

What does the 'D' transaction code mean in Hans Helmerich’s Coterra (CTRA) Form 4?

The transactions use code "D," described as "Disposition to issuer." This indicates the reported shares of Coterra common stock were disposed to the issuer as part of the merger process, rather than open-market sales, aligning with the share conversion into Devon common stock.

Does Hans Helmerich show any remaining Coterra (CTRA) shares after these transactions?

For each reported holding line, the Form 4 lists total shares following the transaction as zero. This means the filing shows no remaining Coterra common stock under the direct and indirect ownership categories disclosed, after the merger-related dispositions and conversion right to Devon shares.