Vela Adam M 4

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.