Smith Kevin William 4
4 · Coterra Energy Inc. · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Coterra (CTRA) SVP Kevin Smith Receives 29,348 Performance Shares
What Happened
Kevin W. Smith, Senior Vice President & Chief Technology Officer of Coterra Energy (CTRA), had performance shares certified and converted into 29,348 shares of common stock on February 5, 2026. The issuer withheld 11,549 of those shares to satisfy Mr. Smith’s tax obligations at a reported per-share value of $28.85, totaling $333,189. Net shares delivered to Mr. Smith were 17,799. The filing shows the conversion as a derivative exercise (Form 4 code M) and the withholding as a tax withholding (code F).
Key Details
- Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (appears filed within the standard Form 4 timeframe).
- Shares converted/issued: 29,348 common shares (performance shares converted one-for-one).
- Shares withheld for taxes: 11,549 shares at $28.85 each = $333,189 (withholding, not an open-market sale).
- Net shares received: 17,799 (29,348 issued minus 11,549 withheld).
- Grant origin: These were performance shares granted Feb 21, 2023 with a 3-year performance period (Feb 1, 2023–Jan 31, 2026) and payout terms allowing up to 100% in stock (above 100% payable in cash).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: F1–F6 explain certification of performance criteria, one-for-one conversion up to 100%, tax withholding by issuer, and the original award terms.
Context
This was a performance-share vesting and conversion event, not an open-market purchase or sale by the insider. Code M indicates conversion/exercise of a derivative (performance shares converting to stock); code F indicates shares withheld to cover taxes — a routine administrative action that reduces the net shares delivered. Such award vestings reflect compensation outcomes tied to company performance rather than direct insider market buys or sells; they should not be read as a simple bullish or bearish trading signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-02-05+29,348→ 123,651 total - Tax Payment
Common Stock
[F4]2026-02-05$28.85/sh−11,549$333,189→ 112,102 total - Exercise/Conversion
Performance Shares
[F5][F3][F1][F6]2026-02-05−29,348→ 0 totalExp: 2026-01-31→ Common Stock (29,348 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.