Alexander Andrea 4
4 · Coterra Energy Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Coterra (CTRA) SVP Alexander Andrea Exercises Awards; Shares Withheld
What Happened
- Alexander Andrea, SVP & Chief HR Officer of Coterra (CTRA), had restricted and performance awards accelerate at the effective time of Coterra’s merger with Devon. The filing reports the conversion/exercise of 38,227 derivative units (reported as acquired at $0.00) and multiple share dispositions to the issuer to satisfy tax withholding and merger-related conversions.
- Reported withholding to cover tax obligations totaled 57,310 shares (reported disposals at $32.56 per share) with aggregate withholding value of about $1.87 million (three withholding entries: 27,224 @ $32.56 = $886,413; 15,043 @ $32.56 = $489,800; 15,043 @ $32.56 = $489,800). Additional dispositions to the issuer total 223,614 shares (reported $0 value) related to merger conversion mechanics—not open-market sales.
Key Details
- Transaction date(s): 2026-05-07. Form filed: 2026-05-11 (filed several days after the transactions; appears later than the standard 2-business-day Section 16 filing window).
- Prices reported for tax-withholding disposals: $32.56 per share. Total reported withholding value ≈ $1.87M.
- Derivative/award actions: 38,227 units exercised/converted (code M, $0 exercise price), multiple RSU/PSU awards accelerated and converted into shares or cash per merger terms.
- Dispositions to issuer (code D) reported for 155,971; 34,856; and 32,787 shares (reported $0 proceeds) — these reflect merger conversion/settlement mechanics, not open-market sales.
- Footnotes summary: awards accelerated and vested under the Merger Agreement (F1–F3); shares were withheld to satisfy tax obligations (F1, F2, F4); PSUs were certified/paid and partially converted (F3, F7); each Coterra share converted into the right to 0.7 Devon shares at the Effective Time (F5–F7); some RSUs were converted into Devon RSUs (F6).
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
Context
- This was not an open-market sale. Many entries are tax-withholding and merger-conversion transactions (codes F and D), meaning shares were retained/converted by the issuer to satisfy taxes or converted into Devon consideration rather than sold by the insider.
- For retail investors: withholding and merger-conversion entries are routine administrative steps when awards vest in a corporate transaction. They do not necessarily signal the insider’s view on the stock.
Insider Transaction Report
Form 4Exit
Alexander Andrea
SVP & Chief HR Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-05-07$32.56/sh−27,224$886,413→ 147,830 total - Tax Payment
Common Stock
[F2]2026-05-07$32.56/sh−15,043$489,800→ 132,787 total - Exercise/Conversion
Common Stock
[F3]2026-05-07+38,227→ 171,014 total - Tax Payment
Common Stock
[F4]2026-05-07$32.56/sh−15,043$489,800→ 155,971 total - Disposition to Issuer
Common Stock
[F5][F6]2026-05-07−155,971→ 0 total - Exercise/Conversion
Performance Stock Units
[F3]2026-05-07−38,227→ 0 totalExp: 2027-01-31→ Common Stock (38,227 underlying) - Disposition to Issuer
Performance Stock Units
[F7]2026-05-07−34,856→ 0 totalExp: 2028-01-31→ Common Stock (34,856 underlying) - Disposition to Issuer
Performance Stock Units
[F7]2026-05-07−32,787→ 0 totalExp: 2029-01-31→ Common Stock (32,787 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among the Issuer, Devon Energy Corporation ("Devon") and Cubs Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the transactions contemplated thereby (the "Effective Time"), certain restricted stock units granted to the Reporting Person on July 10, 2023 and payable solely in shares of the Issuer's common stock, par value $0.10 per share ("Issuer Common Stock"), accelerated and vested. The reported disposition represents shares of Issuer Common Stock withheld by the Issuer to satisfy the Reporting Person's tax obligations related to the vesting of such previously disclosed award of restricted stock units, not a sale transaction by the Reporting Person.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, certain restricted stock units granted to the Reporting Person on February 21, 2024 and payable solely in shares of Issuer Common Stock accelerated and vested. The reported disposition represents shares of Issuer Common Stock withheld by the Issuer to satisfy the Reporting Person's tax obligations related to the vesting of such previously disclosed award of restricted stock units, not a sale transaction by the Reporting Person.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, this award of performance stock units granted to the Reporting Person on February 21, 2024 (the "2024 PSU Award") was deemed earned as a result of the certification by the Compensation Committee of the Issuer to the achievement of the actual level of performance achieved under the terms of such 2024 PSU Award prior to the Effective Time. Each performance stock unit earned (up to 100% of the performance stock units awards) converted into Issuer Common Stock on a one-for-one basis and the remainder was paid to the Reporting Person in cash equal to the Fair Market Value (as defined in the 2024 PSU Award) of one share of Issuer Common Stock for vesting above 100%.
- [F4]The reported disposition represents shares of Issuer Common Stock withheld by the Issuer to satisfy the Reporting Person's tax obligations related to the vesting of the 2024 PSU Award, not a sale transaction by the Reporting Person.
- [F5]Pursuant to the Merger Agreement, as of the Effective Time, each share of Issuer Common Stock held by the Reporting Person as of immediately prior to the Effective Time was converted into the right to receive 0.7 shares of Devon Common Stock.
- [F6]This amount includes 67,643 shares of Issuer Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person that, as of the Effective Time, were converted, on the same terms and conditions, into time-based restricted stock unit awards covering a total number of shares of Devon Common Stock equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer RSU Awards as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, this award of performance stock units (an "Issuer PSU Award") was deemed earned at 100% of the target level as a result of the certification by the Compensation Committee of the Issuer to the actual level of performance achieved under the terms of such Issuer PSU Award prior to the Effective Time, and was converted, on the same terms and conditions (other than any continuing performance-based vesting conditions and cash settlement features), into a time-based restricted stock unit award covering a number of shares of Devon Common Stock equal to the product of (i) the target number of shares of Issuer Common Stock subject to such Issuer PSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
Signature
/s/ Marcus G. Bolinder, attorney-in-fact|2026-05-11