Alexander Andrea 4

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.