Coterra Energy (CTRA) EVP gains stock from 28,261 vested performance shares

Rhea-AI Filing Summary

Coterra Energy Inc. executive Michael D. DeShazer reported equity compensation activity involving performance shares and common stock. On February 5, 2026, 28,261 performance shares vested and converted into the same number of common shares at $0 per share, following Compensation Committee certification of performance criteria.

To cover tax obligations from this vesting, the company withheld 11,121 common shares at $28.85 per share, which is recorded as a disposition but not an open‑market sale. After these transactions, DeShazer directly beneficially owned 132,528 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^*

DeShazer Michael D.

(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 - Operations

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		28,261(2)	A	$0(3)	143,649	D
Common Stock	02/05/2026		F		11,121(4)	D	$28.85	132,528	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			28,261(6)	(5)	01/31/2026	Common Stock	28,261(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.
* 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).
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FAQ

What did Coterra Energy (CTRA) disclose in this Form 4 for Michael D. DeShazer?

Coterra Energy reported that EVP of Operations Michael D. DeShazer had 28,261 performance shares vest into common stock, with 11,121 shares withheld for taxes. After these equity compensation-related transactions, he directly held 132,528 shares of Coterra common stock.

How many Coterra Energy (CTRA) shares does Michael D. DeShazer own after this filing?

Following the reported transactions, Michael D. DeShazer directly beneficially owned 132,528 shares of Coterra Energy common stock. This figure reflects both the conversion of vested performance shares and the shares withheld by the company to satisfy his associated tax obligations.

What equity awards vested for Coterra Energy (CTRA) EVP Michael D. DeShazer?

A performance share award granted on February 21, 2023 vested based on performance criteria, resulting in 28,261 performance shares converting one-for-one into common stock. Any vesting above 100% of the award is payable in cash under the award’s terms.

Were the Coterra Energy (CTRA) shares in this Form 4 sold on the open market?

The filing states that 11,121 common shares were withheld by Coterra Energy to satisfy Michael D. DeShazer’s tax obligations from vesting, and that this is not a sale transaction by him. The remaining vested shares were issued to him as common stock.

What is the significance of the $28.85 price in Coterra Energy (CTRA)’s Form 4?

The $28.85 per-share figure is the price used for 11,121 Coterra common shares withheld to cover Michael D. DeShazer’s tax obligations. It records the value of shares withheld, rather than indicating a discretionary market sale by the executive.

How do the Coterra Energy (CTRA) performance shares convert into common stock?

Each earned performance share converts into one share of Coterra common stock, up to 100% of the performance shares awarded. The award allows vesting between 0% and 200%, with any vesting above 100% paid in cash instead of additional common shares.