Coterra Energy (CTRA) CFO awarded 68,853 performance stock units

Rhea-AI Filing Summary

Young, III Shannon E. reported acquisition or exercise transactions in this Form 4 filing.

Coterra Energy Inc. reported that EVP & Chief Financial Officer Shannon E. Young III received equity awards tied to company performance. On February 24, 2026, he was granted 68,853 performance stock units at a price of $0 per unit and, in a related entry, 68,853 shares of common stock, bringing his directly held common stock to 308,288 shares.

Each performance stock unit represents a contingent right to receive one share of common stock up to 100% of the units granted and cash equal to the fair market value of one share for vesting above 100%. Vesting can range from 0% to 200% based on performance criteria measured over a three-year period from February 1, 2026 to January 31, 2029. Related restricted stock units payable solely in common stock vest on January 31, 2029 under the award terms.

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^*

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)
02/24/2026

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	02/24/2026		A		68,853(1)	A	$0	308,288	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 Stock Units	(2)	02/24/2026		A		68,853(3)		(4)	(4)	Common Stock	68,853	$0	68,853	D

Explanation of Responses:

1. Represents restricted stock units payable solely in common stock. Subject to the terms of the restricted stock unit award agreement, these restricted stock units vest on January 31, 2029.

2. Each performance stock unit represents a contingent right to receive one share of common stock (up to 100% of the performance stock units awarded) and cash equal to the Fair Market Value (as defined in the performance stock unit award agreement) of one share of common stock for vesting above 100%.

3. Represents the number of performance stock units awarded on February 24, 2026.

4. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units granted (payable in common stock up to 100% of the performance stock units granted and, for vesting above 100%, in cash) based upon the achievement of certain performance criteria over a three-year performance period beginning February 1, 2026 and ending January 31, 2029.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 equity awards did Coterra (CTRA) CFO Shannon Young receive?

Coterra EVP & CFO Shannon Young received 68,853 performance stock units and a related grant of 68,853 shares of common stock at no cost, as part of his equity compensation tied to company performance and long-term incentives.

How many Coterra (CTRA) shares does the CFO hold after this Form 4?

After the reported grant, Coterra EVP & CFO Shannon Young directly holds 308,288 shares of common stock. This figure reflects his updated ownership following the award recorded on February 24, 2026, and indicates his ongoing equity stake in the company.

How do Coterra (CTRA) performance stock units for the CFO vest?

The performance stock units vest between 0% and 200% of the amount granted, based on specific performance criteria. The performance period runs three years, from February 1, 2026 through January 31, 2029, directly linking the final payout to Coterra’s measured performance.

What does each Coterra (CTRA) performance stock unit entitle the CFO to receive?

Each performance stock unit gives a contingent right to one share of Coterra common stock for vesting up to 100% of the award. For vesting above 100%, the incremental amount is settled in cash equal to the fair market value of one share of common stock.

When do related Coterra (CTRA) restricted stock units vest for the CFO?

The related restricted stock units, which are payable solely in Coterra common stock, vest on January 31, 2029. This long-term vesting schedule is designed to align the executive’s interests with shareholders over several years of company performance.

Is the Coterra (CTRA) CFO’s Form 4 transaction a market purchase or sale?

The Form 4 reflects a grant or award acquisition, not an open-market trade. The performance stock units and related common stock were awarded at a price of $0 per share under Coterra’s compensation programs rather than being bought or sold in the market.