Vela Adam M 4

What Happened
Adam M. Vela, SVP & General Counsel of Coterra Energy (CTRA), had 21,739 performance shares convert into common stock on Feb 5, 2026 after the Compensation Committee certified payout. Of those shares, 8,555 were withheld by the company to satisfy tax withholding obligations — the withheld shares valued at $28.85 each, or about $246,812. The conversion shows an exercise/conversion price of $0 (these were performance-share conversions, not option purchases).

Key Details

• Transaction date: February 5, 2026 (Form 4 filed Feb 9, 2026; filing appears timely).
• Shares converted/acquired: 21,739 performance shares converted one-for-one into common stock (code M).
• Shares withheld for taxes: 8,555 shares withheld (code F) at $28.85 = $246,812 (this withholding is not a sale by the reporting person).
• Exercise/conversion price: $0 per share (conversion of performance shares, not an option exercise requiring cash).
• Shares owned after transaction: Not disclosed in the Form 4.
• Relevant footnotes: Award granted Feb 21, 2023; performance period Feb 1, 2023–Jan 31, 2026; award vests 0–200% with up to 100% payable in stock and any portion above 100% payable in cash.

Context
This was a vesting/conversion of performance-based equity and routine tax withholding — not an open-market buy or sale that signals active trading by the insider. Performance shares converting to stock with company withholding for taxes is a common administrative step following certification of award results.