Smith Kevin William 4

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.