DeShazer Michael D. 4
4 · Coterra Energy Inc. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Coterra EVP Michael DeShazer Receives Performance Shares
What Happened
Michael D. DeShazer, EVP — Operations at Coterra Energy (CTRA), had performance shares certified as earned by the Compensation Committee on Feb 5, 2026. 28,261 performance shares converted into common stock on a one-for-one basis. To satisfy tax withholding obligations, 11,121 of those shares were withheld by the issuer at $28.85 per share (value withheld ≈ $320,841), leaving 17,140 net shares issued to DeShazer. This was a compensation-related vesting event, not an open-market sale by the insider.
Key Details
- Transaction date: 2026-02-05; filing date: 2026-02-09 (Form 4 filed timely).
- Conversion: 28,261 performance shares converted into common stock (M code).
- Tax withholding: 11,121 shares withheld at $28.85 each to cover taxes (F code), value ≈ $320,841.
- Net shares issued to insider from this vesting: 17,140.
- Shares owned after transaction (total beneficial ownership): not disclosed in the provided excerpt.
- Notable footnotes: Certification of performance shares (award dated Feb 21, 2023) led to vesting; up to 100% payable in stock (conversion 1:1), and amounts above 100% are paid in cash. The withholding was done by the issuer to satisfy tax obligations, not a sale by the reporting person.
Context
This was a routine, compensation-driven vesting and conversion of performance share awards (not a stock purchase or open-market sale). The filing indicates some of the award vested in stock and any portion payable above 100% would be paid in cash per the award terms. The withholding of shares for taxes is common in equity compensation settlements and does not necessarily indicate intent to monetize holdings.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-02-05+28,261→ 143,649 total - Tax Payment
Common Stock
[F4]2026-02-05$28.85/sh−11,121$320,841→ 132,528 total - Exercise/Conversion
Performance Shares
[F5][F3][F1][F6]2026-02-05−28,261→ 0 totalExp: 2026-01-31→ Common Stock (28,261 underlying)
Footnotes (6)
- [F1]On February 5, 2026, the Compensation Committee of the Issuer certified the performance shares earned resulting in full vesting of the portion payable in common stock and the remainder amount paid to the reporting person in cash.
- [F2]Represents shares of common stock earned as a result of the certification by the Compensation Committee of the Issuer to the achievement of certain performance criteria under the terms of the performance share award agreement granted on February 21, 2023.
- [F3]Each performance share earned (up to 100% of the performance shares awarded) converted into common stock on a one-for-one basis.
- [F4]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 performance shares, not a sale transaction by the reporting person.
- [F5]On February 21, 2023, the reporting person received a grant of performance shares. The performance share award agreement provides for vesting between 0% and 200% of the performance shares awarded (payable in common stock up to 100% of the performance shares awarded and, for vesting above 100% in cash) based upon the achievement of certain performance criteria over a three-year performance period beginning February 1, 2023 and ending January 31, 2026.
- [F6]Represents the number of performance shares awarded on February 21, 2023.