Vela Adam M 4
4 · Coterra Energy Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Coterra (CTRA) SVP Adam Vela Converts Awards; Shares Withheld
What Happened
Adam M. Vela, SVP & General Counsel of Coterra Energy (CTRA), reported several merger-related equity transactions effective May 7, 2026. Restricted and performance awards were accelerated/converted under the merger with Devon; 28,670 derivative units were converted into shares and multiple blocks of Coterra shares were transferred back to the issuer (issuer withholding/conversion). The filing shows 11,283 Coterra shares withheld to satisfy tax obligations at $32.56 per share (reported value $367,374). Most reported dispositions were not open-market sales but transfers/withholdings and conversions tied to the merger.
Key Details
- Transaction date: May 7, 2026; Form 4 filed May 11, 2026 (timely within two business days).
- Reported items:
- 28,670 shares acquired via exercise/conversion of derivative (code M).
- 11,283 shares withheld for tax (code F) at $32.56/share — $367,374 reported value.
- Dispositions to issuer (code D): 145,316 shares, 36,599 shares (derivative), and 39,345 shares (derivative) — all reported at $0 (issuer transfers/conversions).
- Shares owned after the transactions: not specified in the filing.
- Footnotes summary: transactions occurred at the Effective Time of the merger with Devon — RSUs accelerated/vested, PSUs were certified/converted (some paid in cash per award terms), and each Coterra share converted into the right to receive 0.7 Devon shares. Withheld shares represent tax withholding by the issuer, not open-market sales.
Context
These are corporate-merger actions (award acceleration, PSU certification, conversion to Devon equity and tax withholding), not routine insider selling or open-market trades. Tax-withholding and issuer conversions are administrative steps common in M&A and do not necessarily reflect the insider’s view of the stock.
Insider Transaction Report
Form 4Exit
Vela Adam M
SVP & General Counsel
Transactions
- Tax Payment
Common Stock
[F1]2026-05-07$32.56/sh−11,283$367,374→ 127,929 total - Exercise/Conversion
Common Stock
[F2]2026-05-07+28,670→ 156,599 total - Tax Payment
Common Stock
[F3]2026-05-07$32.56/sh−11,283$367,374→ 145,316 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-07−145,316→ 0 total - Exercise/Conversion
Performance Stock Units
[F2]2026-05-07−28,670→ 0 totalExp: 2027-01-31→ Common Stock (28,670 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−36,599→ 0 totalExp: 2028-01-31→ Common Stock (36,599 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−39,345→ 0 totalExp: 2029-01-31→ Common Stock (39,345 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"), at 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 75,944 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