Young, III Shannon E. 4

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.