DeShazer Michael D. 4

What Happened

• Michael D. DeShazer, Executive Vice President – Operations at Coterra Energy (CTRA), reported several merger-related equity transactions effective May 7, 2026. He had derivative awards/units converted or exercised (30,582 units), the issuer withheld 12,035 shares to satisfy tax obligations (12,035 × $32.56 = $391,860), and a total of 291,887 shares were reported as dispositions to the issuer (191,500 + 47,927 + 52,460) in connection with the merger and award conversions. Some derivative units were exercised/converted at $0.00 exercise price (i.e., no cash paid on exercise).

Key Details

• Transaction date: May 7, 2026; Form filed May 11, 2026 (timely).
• Tax withholding: 12,035 shares withheld at $32.56/share (reported value $391,860).
• Derivative activity: 30,582 units reported as exercised/converted (reported at $0 exercise price).
• Dispositions to issuer: 191,500; 47,927; and 52,460 shares (total 291,887) reported as surrendered/converted to the issuer—these relate to the merger.
• Shares owned after transaction: Not specified in the provided excerpt.
• Transaction codes: M = option/exercise or derivative conversion; F = tax withholding; D = disposition to issuer.
• Filing notes/footnotes: Transactions arose from the Merger Agreement with Devon (effective time) that accelerated and converted restricted stock units (RSUs) and performance stock units (PSUs). Some awards were converted into the right to receive Devon common stock at a 0.7-for-1 ratio; withheld shares were used solely to satisfy tax obligations (not open-market sales).

Context

• These were corporate-merger driven actions (acceleration/conversion of RSUs/PSUs and conversion into Devon stock) rather than discretionary open-market sales by the insider. Shares withheld to cover taxes are standard and do not necessarily indicate sentiment. The exercise/conversion at $0.00 suggests conversion of award units rather than exercising options requiring cash.