SIRGO BLAKE A 4

What Happened Blake A. Sirgo, EVP — Business Units at Coterra Energy (CTRA), had 29,348 performance shares convert into common stock on February 5, 2026 following certification of performance awards. Of those, 11,549 shares were withheld by the company to satisfy the reporting person's tax obligations, with the withheld shares valued at $28.85 each (total ≈ $333,189). The conversion reflects earned performance shares from a February 21, 2023 award.

Key Details

• Transaction date: February 5, 2026 (Form 4 filed Feb 9, 2026 — timely).
• Conversion/exercise: 29,348 performance shares converted to common stock (reported as derivative exercise, code M) at $0.00 exercise price; conversion is one-for-one per award terms (F2,F3,F6).
• Tax withholding: 11,549 shares withheld by the issuer to satisfy tax liabilities (reported as disposition, code F) at $28.85/share for ≈ $333,189; this withholding is not an open‑market sale by the insider (F4).
• Award background: Performance shares granted Feb 21, 2023; payout depends on performance over 2/1/2023–1/31/2026 and may pay 0–200% (payable in stock up to 100%, excess paid in cash) (F5,F1).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Filed Feb 9 for Feb 5 transaction — within the Form 4 reporting window.

Context This was the scheduled conversion/vesting of performance-based awards after the performance period closed and the Compensation Committee certified results. The only shares leaving the insider’s owned position were withheld to cover taxes (a common administrative action), not a discretionary sale on the open market. For retail investors, award conversions and tax-withholding events are routine and do not necessarily indicate a change in insider sentiment.