Coterra Energy (CTRA) EVP awarded performance stock and RSU grants

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Form Type

Rhea-AI Filing Summary

DeShazer Michael D. reported acquisition or exercise transactions in this Form 4 filing.

Coterra Energy EVP Michael D. DeShazer reported equity awards tied to company performance and long-term service. He was granted 52,460 performance stock units on February 24, 2026, each representing a contingent right to receive one share of common stock up to 100% of the units granted, and cash for vesting above that level. The award can vest between 0% and 200% based on performance criteria measured from February 1, 2026 through January 31, 2029. He also received restricted stock units payable solely in common stock that vest on January 31, 2029, increasing his directly owned common stock to 184,988 shares after the transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DeShazer Michael D.

Role EVP - Operations

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	52,460	$0.00	--
Grant/Award	Common Stock	52,460	$0.00	--

Holdings After Transaction: Performance Stock Units — 52,460 shares (Direct); Common Stock — 184,988 shares (Direct)

Footnotes (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. 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%. Represents the number of performance stock units awarded on February 24, 2026. 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.

Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 06:23 PM

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

OMB APPROVAL

OMB Number:			3235-0287
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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

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)
02/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2026		A		52,460⁽¹⁾	A	$0	184,988	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽²⁾	02/24/2026		A		52,460⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	52,460	$0	52,460	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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Coterra Energy (CTRA) EVP Michael DeShazer report?

Michael D. DeShazer reported receiving equity awards in Coterra Energy. On February 24, 2026, he was granted 52,460 performance stock units and additional restricted stock units payable in common stock, all as compensation awards rather than open-market purchases or sales.

How many performance stock units did Coterra EVP Michael DeShazer receive in this Form 4?

He received 52,460 performance stock units. Each unit represents a contingent right to one share of common stock up to 100% of the grant, with any vesting above 100% settled in cash based on the defined Fair Market Value.

Over what period are Michael DeShazer’s Coterra Energy performance stock units measured?

The performance stock units use a three-year performance period. The agreement measures achievement of specified performance criteria from February 1, 2026 through January 31, 2029, with vesting between 0% and 200% of the units originally granted.

When do Michael DeShazer’s restricted stock units in Coterra Energy vest?

His restricted stock units, which are payable solely in Coterra common stock, vest on January 31, 2029. Vesting depends only on the passage of time under the award agreement, unlike the performance-based vesting terms of his performance stock unit grant.

How did this Form 4 change Michael DeShazer’s Coterra Energy common stock holdings?

Following the reported grant, DeShazer directly owned 184,988 shares of Coterra common stock. This total reflects the additional common stock tied to his restricted stock unit award reported as of the February 24, 2026 transaction date.

How can Michael DeShazer’s Coterra performance stock units ultimately pay out?

They may vest between 0% and 200% of the granted amount. Up to 100% of the performance stock units can settle in Coterra common stock, while vesting above 100% pays out in cash based on the award’s Fair Market Value definition.