Coterra Energy (NYSE: CTRA) SVP receives restricted and performance stock units

Rhea-AI Filing Summary

Vela Adam M reported acquisition or exercise transactions in this Form 4 filing.

Coterra Energy Inc. granted equity awards to its SVP & General Counsel, Adam M. Vela. He received 39,345 performance stock units, each representing a contingent right to one share of common stock up to 100% of the units awarded, with any vesting above 100% payable in cash at fair market value. He also received 39,345 restricted stock units payable solely in common stock, which vest on January 31, 2029, subject to the award terms. The performance stock units can vest between 0% and 200% based on performance criteria over a three-year period from February 1, 2026 to January 31, 2029. Following these awards, his directly owned common stock holdings are reported as 139,212 shares.

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^*

Vela Adam M

(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)
	SVP & General Counsel

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		39,345(1)	A	$0	139,212	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		39,345(3)		(4)	(4)	Common Stock	39,345	$0	39,345	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
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FAQ

What equity awards did Coterra Energy (CTRA) grant to Adam M. Vela?

Coterra Energy granted Adam M. Vela 39,345 performance stock units and 39,345 restricted stock units. Both awards are tied to common stock, with vesting based on time and, for the performance units, on achieving defined performance criteria.

How do the performance stock units for Coterra Energy (CTRA) SVP work?

Each performance stock unit represents a contingent right to one share of common stock up to 100% of the units. For vesting above 100%, the award pays cash equal to the fair market value of one share for each additional vested unit.

What is the performance period for Adam M. Vela’s Coterra (CTRA) performance stock units?

The performance stock units have a three-year performance period beginning February 1, 2026 and ending January 31, 2029. Vesting can range from 0% to 200% of the granted units depending on achievement of specified performance criteria.

When do Adam M. Vela’s restricted stock units from Coterra Energy (CTRA) vest?

The restricted stock units granted to Adam M. Vela vest on January 31, 2029, subject to the terms of the award agreement. They are payable solely in common stock when they vest, assuming all applicable conditions are satisfied.

How many Coterra Energy (CTRA) shares does Adam M. Vela own after these awards?

After the reported awards, Adam M. Vela’s directly owned common stock holdings total 139,212 shares. This figure reflects the impact of the newly granted equity reported in the filing as of the transaction date.

Are Adam M. Vela’s Coterra (CTRA) equity awards an open-market stock purchase or sale?

The reported transactions are equity grants categorized as award or other acquisition, not open-market purchases or sales. They carry a transaction price of $0.0000 per share and are tied to restricted and performance-based vesting conditions.