Young, III Shannon E. 4
4 · Coterra Energy Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Coterra (CTRA) CFO Shannon Young Receives Awards; Shares Withheld
What Happened
Shannon E. Young, III, Coterra Energy’s Chief Financial Officer, had restricted and performance stock units accelerate and convert at the effective time of Coterra’s merger with Devon (transactions reported 2026-05-07). As part of the merger treatment and tax withholding, a large block of CTRA shares was surrendered/withheld rather than sold on the open market. Reported items include a conversion/exercise of derivative awards for 71,675 shares and total dispositions/withholdings of about 590,202 CTRA shares; the filing shows tax withholding of 28,206 shares on two entries (each valued at $32.56, $918,387), totaling about $1.84M withheld to satisfy tax obligations.
Key Details
- Transaction date: 2026-05-07; Form 4 filed 2026-05-11 (covers the May 7 Effective Time).
- Reported entries (selected totals): ~71,675 shares acquired by conversion/exercise; ~590,202 shares disposed/withheld in various merger-related transactions.
- Tax withholding: two F entries of 28,206 shares each at $32.56 = $918,387 per entry (~$1.84M total) — these represent shares withheld by the issuer to satisfy tax obligations, not open-market sales.
- Dispositions to issuer (D) reported: 323,551; 69,711; and 68,853 shares (zero cash proceeds reported — merger conversions).
- Footnotes: (F1–F6) explain RSU/PSU acceleration due to the Merger Agreement, PSU awards being certified and converted, tax-withholding shares withheld (not sales), and that each CTRA share was converted into the right to receive 0.7 shares of Devon common stock (and certain awards converted into Devon RSUs on a 0.7 ratio).
- Filing timeliness: transactions dated May 7; filing dated May 11. The filing does not flag a late report in the provided information.
Context
- These were merger-related award vesting/conversions and issuer withholding events — not open-market sales by the insider. Codes: M = exercise/conversion of derivative awards, F = shares withheld for tax obligations, D = disposition to issuer in connection with the merger.
- For retail investors: this activity reflects transaction mechanics of the Coterra–Devon merger (award acceleration, conversion, and tax withholding) rather than discretionary insider selling or buying for personal investment reasons.
Insider Transaction Report
Form 4Exit
Young, III Shannon E.
EVP & Chief Financial Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-05-07$32.56/sh−28,206$918,387→ 280,082 total - Exercise/Conversion
Common Stock
[F2]2026-05-07+71,675→ 351,757 total - Tax Payment
Common Stock
[F3]2026-05-07$32.56/sh−28,206$918,387→ 323,551 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-07−323,551→ 0 total - Exercise/Conversion
Performance Stock Units
[F2]2026-05-07−71,675→ 0 totalExp: 2027-01-31→ Common Stock (71,675 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−69,711→ 0 totalExp: 2028-01-31→ Common Stock (69,711 underlying) - Disposition to Issuer
Performance Stock Units
[F6]2026-05-07−68,853→ 0 totalExp: 2029-01-31→ Common Stock (68,853 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 138,564 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