JORDEN THOMAS E 4

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.