DeShazer Michael D. 4

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.