JORDEN THOMAS E 4

4 · Coterra Energy Inc. · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

Coterra (CTRA) CEO Thomas E. Jorden Exercises Performance Shares

What Happened

Thomas E. Jorden, President, CEO and Director of Coterra Energy (CTRA), had 217,391 performance shares convert into common stock on Feb 5, 2026 (one-for-one conversion). The issuer withheld 85,544 shares to satisfy tax obligations (85,544 x $28.85 = $2,467,944). The remaining 131,847 shares were reported as transferred by gift.

Key Details

Transaction date(s): Feb 5, 2026; Form 4 filed Feb 9, 2026 (timely filing).
Conversion: 217,391 performance shares converted into 217,391 common shares (code M: exercise/conversion of derivative).
Tax withholding: 85,544 shares withheld (code F) at $28.85 per share; value $2,467,944. Withholding is not an open-market sale by the insider.
Gift/transfer: 131,847 shares reported as a gift (code G) and an accompanying gift entry appears in the filing; gifts do not necessarily indicate trading sentiment.
Award origin: These shares were earned under a performance share award granted Feb 21, 2023, covering a 3-year performance period ending Jan 31, 2026; performance shares convert one-for-one to common stock up to 100% of the award, with any payout above 100% payable in cash.
Shares owned after transaction: Not specified in the provided filing data.

Context

This was a conversion/vesting of performance shares certified by Coterra’s Compensation Committee, not an open-market purchase or sale. The withholding of shares to cover taxes is a common administrative step and should not be read as a market sale by the insider. The reported gift is a transfer and likewise does not necessarily signal buying/selling intent.

Form 4

Period: 2026-02-05

DirectorCEO and President

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-05+217,391→ 600,228 total
Tax Payment
Common Stock
[F4]
2026-02-05$28.85/sh−85,544$2,467,944→ 514,684 total
Gift
Common Stock
2026-02-05−131,847→ 382,837 total
Gift
Common Stock
2026-02-05+131,847→ 2,757,960 total(indirect: By Trust)
Exercise/Conversion
Performance Shares
[F5][F3][F1][F6]
2026-02-05−217,391→ 0 total
Exp: 2026-01-31→ Common Stock (217,391 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.

Signature

/s/ Marcus G. Bolinder, attorney-in-fact|2026-02-09

1 file