Young, III Shannon E. 4

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

AI-generated summary of this filing

Updated Feb 9, 2026

Coterra (CTRA) CFO Shannon E. Young III Exercises PSUs, Shares Withheld

What Happened

Shannon E. Young III, Chief Financial Officer of Coterra Energy (CTRA), had 81,030 performance stock units (PSUs) vest and convert into common stock on Feb 5, 2026. The issuer withheld 31,886 of those shares to satisfy tax obligations, valued at about $919,911 (31,886 × $28.85). Net shares delivered to Young = 81,030 − 31,886 = 49,144 shares.
This transaction reflects award vesting/conversion of PSUs (not an open-market purchase or a voluntary sale by the insider).

Key Details

Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (timely — filed within the required two business days).
Actions reported:
- M (exercise/conversion of derivative): 81,030 PSUs converted into common stock (acquired).
- F (tax withholding): 31,886 shares withheld/disposed at $28.85 each, proceeds ≈ $919,911 (withholding by issuer to cover tax obligations; not a sale by the reporting person).
- M (derivative disposition): the derivative award extinguished upon conversion.
Net new shares received by the insider: 49,144 shares.
Shares owned after the transaction: not specified in the filing.
Relevant footnotes: PSUs were granted July 6, 2023; performance period ran Feb 1, 2023–Jan 31, 2026; awards vest based on performance (vest between 0% and 200%; up to 100% payable in stock, excess in cash).

Context

This was a vesting/conversion of performance-based equity, with employer withholding to cover taxes (a common, administrative action). The filing shows no open-market sale initiated by the insider; the only disposition is the company withholding shares for tax withholding.

Form 4

Period: 2026-02-05

EVP & Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-05+81,030→ 271,321 total
Tax Payment
Common Stock
[F4]
2026-02-05$28.85/sh−31,886$919,911→ 239,435 total
Exercise/Conversion
Performance Shares
[F5][F3][F1][F6]
2026-02-05−81,030→ 0 total
Exp: 2026-01-31→ Common Stock (81,030 underlying)

Footnotes (6)

[F1]On February 5, 2026, the Compensation Committee of the Issuer certified the performance stock units 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 stock unit award agreement granted on July 6, 2023.
[F3]Each performance stock unit earned (up to 100% of the performance stock units 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 stock units, not a sale transaction by the reporting person.
[F5]On July 6, 2023, the reporting person received a grant of performance stock units. The performance stock unit award agreement provides for vesting between 0% and 200% of the performance stock units awarded (payable in common stock up to 100% of the performance stock units 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 stock units awarded on July 6, 2023.

Signature

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

1 file