Coterra (NYSE: CTRA) EVP equity shifts into Devon stock under merger terms
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Coterra Energy Inc. executive vice president Blake A. Sirgo reported several equity award adjustments tied to the company’s merger with Devon Energy Corporation under a Merger Agreement effective at the “Effective Time.” A prior performance stock unit award for 30,582 units was exercised into an equal number of Coterra common shares, while other performance stock unit awards were deemed earned and converted under the agreement.
The company withheld a total of 24,070 shares of Coterra common stock, valued at $32.56 per share, to cover Sirgo’s tax obligations related to vesting of restricted stock units and the 2024 performance stock unit award; these withholdings were not open-market sales. Each Coterra common share held immediately before the Effective Time, including 183,955 shares and 100,387 shares underlying time-vesting restricted stock units, was converted into rights or restricted stock unit awards for Devon common stock at a 0.7-for-1 exchange ratio. Following these conversions, the filing shows Sirgo with no remaining Coterra securities.
Positive
- None.
Negative
- None.
Insights
Routine merger‑driven equity conversion and tax withholding, not open‑market trading.
These transactions reflect compensation awards and merger mechanics rather than discretionary stock market activity. Performance stock units and restricted stock units vested or were deemed earned at the Effective Time of the merger with Devon, then converted into rights to receive Devon common stock.
The company withheld 24,070 Coterra shares at $32.56 per share solely to satisfy tax liabilities on vesting, consistent with F‑code transactions. A D‑code disposition of 183,955 common shares, plus related performance awards, reflects conversion into Devon equity at a 0.7 exchange ratio, leaving no Coterra holdings in this filing.
Because there are no open‑market purchases or sales, the informational signal for investors is limited. The activity is largely mechanical, governed by the Merger Agreement and existing equity plan terms, and does not itself indicate a change in the insider’s view of the company.
Insider Trade Summary
30,582 shares exercised/converted
Mixed
7 txns
Insider
SIRGO BLAKE A
Role
EVP - Business Units
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 30,582 | $0.00 | -- |
| Disposition | Performance Stock Units | 47,927 | $0.00 | -- |
| Disposition | Performance Stock Units | 52,460 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,035 | $32.56 | $392K |
| Exercise | Common Stock | 30,582 | $0.00 | -- |
| Tax Withholding | Common Stock | 12,035 | $32.56 | $392K |
| Disposition | Common Stock | 183,955 | $0.00 | -- |
Holdings After Transaction:
Performance Stock Units — 0 shares (Direct, null);
Common Stock — 165,408 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 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. 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 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. 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/PSUs exercised: 30,582 shares
Tax withholding shares: 24,070 shares
Tax withholding price: $32.56 per share
+4 more
7 metrics
Options/PSUs exercised
30,582 shares
Performance stock units converted into Coterra common stock at Effective Time
Tax withholding shares
24,070 shares
Common stock withheld at $32.56 per share to cover tax obligations
Tax withholding price
$32.56 per share
Price used for F‑code tax-withholding dispositions of Coterra common
Common shares converted
183,955 shares
Coterra common converted into rights to Devon common stock
RSU share count
100,387 shares
Coterra RSU awards converted into Devon RSUs at Effective Time
Merger exchange ratio
0.7 shares
Each Coterra common share became right to 0.7 Devon common share
PSU award 2024
30,582 units
2024 PSU award units converting one-for-one into Coterra common
Key Terms
Agreement and Plan of Merger, Merger Agreement, performance stock units, restricted stock units, +2 more
6 terms
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.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, at the Effective Time, this award of performance stock units..."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
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 February 21, 2024..."
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.
Effective Time regulatory
"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 of Issuer Common Stock..."
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.
FAQ
What insider transactions did Coterra (CTRA) EVP Blake Sirgo report?
Blake A. Sirgo reported performance stock units converting into Coterra common shares, tax-related share withholdings, and dispositions tied to a merger with Devon Energy. These were equity award and merger mechanics, not open-market stock purchases or sales by the executive.
Were any of Blake Sirgo’s Coterra (CTRA) transactions open-market sales?
No. Footnotes state the reported F-code dispositions were shares withheld by Coterra to cover Blake Sirgo’s tax obligations on vesting awards. They are explicitly described as not sale transactions by the reporting person in the open market.
What happened to Blake Sirgo’s Coterra (CTRA) restricted stock units?
Time-based Coterra restricted stock units, covering 100,387 shares, were converted at the Effective Time into time-based restricted stock unit awards of Devon common stock. The new awards cover the number of Devon shares equal to 0.7 times the original Coterra RSU share count.
How were Coterra (CTRA) performance stock units treated in the Devon merger?
A 2024 performance stock unit award was deemed earned based on certified performance before closing, with units converting one-for-one into Coterra common stock and excess performance settled in cash. Other performance awards were deemed earned at 100% target and converted into Devon time-based restricted stock units using the 0.7 exchange factor.