Young, III Shannon E. 4

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.