[Form 4] Coterra Energy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Coterra Energy Inc. executive Adam M. Vela, SVP & General Counsel, reported an automatic share withholding related to equity compensation. On January 30, 2026, the company withheld 8,816 shares of common stock at $28.85 per share to cover his tax obligations from vesting restricted stock units.

After this tax withholding, Vela beneficially owned 86,683 shares of Coterra common stock directly. The filing clarifies this was not a sale transaction by Vela, but a standard payroll-style tax settlement handled by the issuer.

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)
01/30/2026

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	01/30/2026		F		8,816(1)	D	$28.85	86,683	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

Explanation of Responses:

1. 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 restricted stock units, not a sale transaction by the reporting person.

Remarks:

	/s/ Marcus G. Bolinder, attorney-in-fact	02/03/2026
	** 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.

FAQ

What insider transaction did Coterra Energy (CTRA) report for Adam M. Vela?

Coterra Energy reported that SVP & General Counsel Adam M. Vela had 8,816 common shares withheld. The company withheld these shares to satisfy his tax obligations from vesting restricted stock units, and it was explicitly described as not a sale transaction by him.

How many Coterra Energy (CTRA) shares were withheld and at what price?

Coterra Energy withheld 8,816 common shares for Adam M. Vela at a price of $28.85 per share. This withholding covered taxes linked to a previously disclosed restricted stock unit vesting, functioning like a payroll tax settlement rather than an open market share sale.

How many Coterra Energy (CTRA) shares does Adam M. Vela own after this Form 4?

After the reported withholding, Adam M. Vela beneficially owns 86,683 Coterra Energy common shares directly. This figure reflects his position following the tax-related share withholding tied to a vesting restricted stock unit award, as disclosed in the insider transaction report.

Was the Coterra Energy (CTRA) insider transaction a sale by Adam M. Vela?

The transaction was not a sale by Adam M. Vela. The filing states the shares represent stock withheld by Coterra Energy to satisfy his tax obligations on vesting restricted stock units, distinguishing it from a discretionary open market share sale by the executive.

What does transaction code "F" mean in the Coterra Energy (CTRA) Form 4?

Transaction code “F” indicates shares were withheld to pay taxes on an equity award. In this case, Coterra Energy withheld 8,816 shares from Adam M. Vela upon vesting of restricted stock units, settling his tax obligation without him selling shares in the market.