JORDEN THOMAS E 4
4 · Coterra Energy Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Coterra (CTRA) CEO Thomas Jorden Converts Awards, Withholds Shares
What Happened
- Thomas E. Jorden, Coterra’s CEO, President and a director, reported conversion/vesting of equity awards in connection with Coterra’s merger with Devon (effective 2026-05-07). The filing shows 191,132 shares acquired via exercise/conversion of derivative awards and multiple dispositions to the issuer for tax withholding and conversion. The issuer withheld 75,211 shares to satisfy tax obligations related to vesting (reported value $2,448,870).
Key Details
- Transaction date: 2026-05-07; Form 4 filed 2026-05-11 (filed on time).
- Acquired: 191,132 shares via exercise/conversion of derivative awards (reported at $0.00 — conversion/vesting, not a cash purchase).
- Withheld for taxes: 75,211 shares at $32.56 reported (value ~$2,448,870) — these were withheld by the issuer to cover tax obligations, not an open-market sale.
- Large conversions/dispositions to issuer: filings show 372,033 and 2,989,802 shares (and other award-related share amounts) converted or transferred in connection with the merger and award conversions.
- Gift reported: 231,842 shares (reported as gift transactions) — gifts do not necessarily signal trading sentiment.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Relevant footnotes:
- Awards (time-vesting RSUs and 2024 PSUs) accelerated/vested at the merger Effective Time and were converted or settled per the merger terms.
- Certain amounts were converted into rights to receive Devon common stock at a 0.7 exchange ratio (per Merger Agreement).
- Withheld shares represent tax withholding by the issuer, not sales by the insider.
Context
- These entries reflect award vesting and contractual conversions tied to the merger, not routine open-market purchases or sales. The reported tax-withholding shares were retained by the issuer to satisfy tax liabilities (a common cashless-like settlement), and many outstanding Coterra awards/shareholdings were converted into Devon equity under the merger terms. Gifts are transfers and do not imply the insider’s market view.
Insider Transaction Report
Form 4Exit
JORDEN THOMAS E
DirectorCEO and President
Transactions
- Tax Payment
Common Stock
[F1]2026-05-07$32.56/sh−75,211$2,448,870→ 487,954 total - Exercise/Conversion
Common Stock
[F2]2026-05-07+191,132→ 679,086 total - Tax Payment
Common Stock
[F3]2026-05-07$32.56/sh−75,211$2,448,870→ 603,875 total - Gift
Common Stock
2026-05-07−231,842→ 372,033 total - Gift
Common Stock
2026-05-07+231,842→ 2,989,802 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F4][F5]2026-05-07−372,033→ 0 total - Disposition to Issuer
Common Stock
[F4]2026-05-07−2,989,802→ 0 total(indirect: By Trust) - Exercise/Conversion
Performance Stock Units
[F2]2026-05-07−191,132→ 0 totalExp: 2027-01-31→ Common Stock (191,132 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−191,705→ 0 totalExp: 2028-01-31→ Common Stock (191,705 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−180,328→ 0 totalExp: 2029-01-31→ Common Stock (180,328 underlying)
Footnotes (6)
- [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"), as of the effective time of the transactions contemplated thereby (the "Effective Time"), certain restricted stock units granted to the Reporting Person on February 21, 2024 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, 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%.
- [F3]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.
- [F4]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.
- [F5]This amount includes 372,033 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.
- [F6]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