10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM	10-Q

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2025

OR

☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission file number 1-10447

COTERRA ENERGY INC.
(Exact name of registrant as specified in its charter)		Delaware	04-3072771
---	---
(State or other jurisdiction of<br>incorporation or organization)	(I.R.S. Employer<br>Identification Number)

Three Memorial City Plaza

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices, including ZIP code)

(281) 589-4600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	CTRA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2025, there were 763,139,972 shares of common stock, par value $0.10 per share, outstanding.

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COTERRA ENERGY INC.

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
Condensed Consolidated Balance Sheet (Unaudited) as ofJune30, 2025 and December 31, 2024		3
Condensed Consolidated Statement of Operations (Unaudited) for the ThreeandSixMonths EndedJune30, 2025 and 2024		4
Condensed Consolidated Statement of Cash Flows (Unaudited) for theSixMonths EndedJune30, 2025 and 2024		5
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024		6
Notes to the Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	41
Part II. Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5.	Other Information	43
Item 6.	Exhibits	45
Signatures		46

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

COTERRA ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In millions, except per share amounts)		December 31,<br>2024
ASSETS
Current assets
Cash and cash equivalents	192	$	2,038
Restricted cash		239
Accounts receivable, net		951
Income taxes receivable		20
Inventories		46
Other current assets		27
Total current assets		3,321
Properties and equipment, net (Successful efforts method)		17,890
Other assets		414
	23,982	$	21,625
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	1,081	$	833
Accrued liabilities		276
Interest payable		27
Total current liabilities		1,136
Long-term debt		3,535
Deferred income taxes		3,274
Asset retirement obligations		291
Other liabilities		259
Total liabilities		8,495
Commitments and contingencies (Note 8)
Redeemable preferred stock		8
Stockholders’ equity
Common stock:
Authorized — 1,800 shares of 0.10 par value in 2025 and 2024
Issued — 763 shares and 735 shares in 2025 and 2024, respectively		74
Additional paid-in capital		7,179
Retained earnings		5,857
Accumulated other comprehensive income		12
Total stockholders' equity		13,122
	23,982	$	21,625

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions, except per share amounts)	2025		2024		2025		2024
OPERATING REVENUES
Oil	$	888	$	774	$	1,774	$	1,475
Natural gas	601		319		1,499		857
NGL	219		176		425		349
Gain (loss) on derivative instruments	232		(16)		120		(16)
Other	25		18		51		39
	1,965		1,271		3,869		2,704
OPERATING EXPENSES
Direct operations	236		160		452		316
Gathering, processing and transportation	271		242		553		492
Taxes other than income	87		54		183		128
Exploration	4		5		14		10
Depreciation, depletion and amortization	579		447		1,085		879
General and administrative	84		68		176		143
	1,261		976		2,463		1,968
Gain on sale of assets	4		1		4		—
INCOME FROM OPERATIONS	708		296		1,410		736
Interest expense	53		34		106		53
Interest income	(2)		(19)		(10)		(35)
Other income	(1)		—		(1)		—
Income before income taxes	658		281		1,315		718
Income tax expense	147		61		288		146
NET INCOME	$	511	$	220	$	1,027	$	572
Earnings per share
Basic	$	0.67	$	0.30	$	1.35	$	0.77
Diluted	$	0.67	$	0.29	$	1.35	$	0.76
Weighted-average common shares outstanding
Basic	763		742		759		746
Diluted	767		748		762		752

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Six Months Ended <br>June 30,
(In millions)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,027	$	572
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	1,085		879
Deferred income tax expense (benefit)	61		(23)
Gain on sale of assets	(4)		—
(Gain) loss on derivatives	(120)		16
Net cash received on settlement of derivative instruments	13		62
Amortization of debt premium, discount and debt issuance costs, net	(9)		(9)
Stock-based compensation and other	30		25
Changes in assets and liabilities:
Accounts receivable, net	91		(14)
Income taxes	(65)		(18)
Inventories	(8)		14
Other current assets	12		(8)
Accounts payable and accrued liabilities	(97)		(17)
Interest payable	43		9
Other assets and liabilities	21		(74)
Net cash provided by operating activities	2,080		1,414
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for drilling, completion and other fixed asset additions	(1,092)		(936)
Capital expenditures for leasehold and property acquisitions	(57)		(3)
Cash consideration paid for business combinations, net of cash received	(3,222)		—
Purchases of short-term investments	—		(250)
Proceeds from sale of assets	4		1
Other	(3)		—
Net cash used in investing activities	(4,370)		(1,188)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	1,350		499
Repayments of debt	(700)		—
Common stock repurchases	(47)		(290)
Dividends paid	(346)		(314)
Tax withholding on vesting of stock awards	(24)		—
Other	(4)		(7)
Net cash provided by (used in) financing activities	229		(112)
Net (decrease) increase in cash, cash equivalents and restricted cash	(2,061)		114
Cash, cash equivalents and restricted cash, beginning of period	2,277		965
Cash, cash equivalents and restricted cash, end of period	$	216	$	1,079

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In millions, except per share amounts)	Common Shares	Common Stock Par		Treasury Shares	Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total
Balance at December 31, 2024	735	$	74	—	$	—	$	7,179	$	12	$	5,857	$	13,122
Net income	—	—		—	—		—		—		516		516
Issuance of common stock for acquisition	28	2		—	—		783		—		—		785
Stock amortization and vesting	2	—		—	—		(9)		—		—		(9)
Common stock repurchases	—	—		1	(24)		—		—		—		(24)
Common stock retirements	(1)	—		(1)	24		(24)		—		—		—
Cash dividends on common stock at $0.22 per share	—	—		—	—		—		—		(170)		(170)
Other comprehensive income	—	—		—	—		—		4		—		4
Balance at March 31, 2025	764	$	76	—	$	—	$	7,929	$	16	$	6,203	$	14,224
Net income	—	—		—	—		—		—		511		511
Stock amortization and vesting	—	—		—	—		14		—		—		14
Common stock repurchases	—	—		1	(23)		—		—		—		(23)
Common stock retirements	(1)	—		(1)	23		(23)		—		—		—
Cash dividends on common stock at $0.22 per share	—	—		—	—		—		—		(170)		(170)
Balance at June 30, 2025	763	$	76	—	$	—	$	7,920	$	16	$	6,544	$	14,556
(In millions, except per share amounts)	Common Shares	Common Stock Par		Treasury Shares	Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at December 31, 2023	751	$	75	—	$	—	$	7,587	$	11	$	5,366	$	13,039
Net income	—	—		—	—		—		—		352		352
Stock amortization and vesting	—	—		—	—		15		—		—		15
Common stock repurchases	—	—		6	(157)		—		—		—		(157)
Common stock retirements	(6)	—		(6)	157		(157)		—		—		—
Cash dividends on common stock at $0.21 per share	—	—		—	—		—		—		(160)		(160)
Balance at March 31, 2024	745	$	75	—	$	—	$	7,445	$	11	$	5,558	$	13,089
Net income	—	—		—	—		—		—		220		220
Exercise of stock options	—	—		—	—		1		—		—		1
Stock amortization and vesting	—	—		—	—		16		—		—		16
Common stock repurchases	—	—		5	(139)		—		—		—		(139)
Common stock retirements	(5)	(1)		(5)	139		(138)		—		—		—
Cash dividends on common stock at $0.21 per share	—	—		—	—		—		—		(158)		(158)
Balance at June 30, 2024	740	$	74	—	$	—	$	7,324	$	11	$	5,620	$	13,029

The accompanying notes are an integral part of these condensed consolidated financial statements.

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COTERRA ENERGY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Financial Statement Presentation

During interim periods, Coterra Energy Inc. (the “Company”) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the SEC. The interim condensed consolidated financial statements are unaudited and should be read in conjunction with the Notes to the Consolidated Financial Statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the results that may be expected for the entire year.

From time-to-time, management makes certain reclassifications to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders’ equity, net income or cash flows.

Significant Accounting Policies

Segment Reporting

The Company operates in one reportable operating segment, oil and natural gas development, exploration and production. Refer to Note 1 of the Notes to the Consolidated Financial Statements in the Form 10-K for further information.

2. Acquisitions

Franklin Mountain Energy (“FME”) Acquisition

On January 27, 2025, the Company closed on its acquisition of all of the issued and outstanding equity ownership interests of a group of privately owned oil and gas exploration and production companies with assets and operations in the Delaware Basin of New Mexico (the “FME Interests”) for total consideration of $2.5 billion, which included $1.7 billion in cash and the issuance of 28,190,682 shares of the Company’s common stock valued at $785 million based on the closing price of the Company’s common stock on the closing date.

Preliminary Purchase Price Allocation

The transaction was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of the FME Interests were recorded at their respective fair values as of the effective closing date of the acquisition. The purchase price allocation is substantially complete; however, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, and may adjust the allocation in subsequent periods. Determining the fair value of the assets and liabilities of the FME Interests requires judgment and certain assumptions to be made. The most significant fair value estimates relate to the valuation of the oil and gas properties and gathering and pipeline systems. Oil and gas properties and gathering and pipeline systems were valued using an income and market approach utilizing Level 3 inputs including internally generated production and development data and estimated price and cost estimates.

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The following table represents the preliminary allocation of the total purchase price of the FME Interests to the identifiable assets acquired and liabilities assumed based on the fair values as of the closing date of the acquisition:

(In millions, except shares and share price)	Preliminary Purchase Price Allocation
Consideration:
Coterra common stock issued in exchange for FME equity interests	28,190,682
Coterra common stock closing price on January 27, 2025	$	27.83
Total value of Coterra common stock issued	$	785
Cash consideration (1) (2)	1,733
Total consideration	$	2,518
Assets acquired:
Current assets	$	178
Proved oil and gas properties	1,833
Unproved oil and gas properties	590
Gathering and pipeline systems	172
Other assets	6
Total assets acquired	$	2,779
Liabilities assumed:
Current liabilities	$	239
Asset retirement obligations	13
Other liabilities	9
Total liabilities assumed	$	261
Net assets acquired	$	2,518

________________________________________________________

(1)Cash consideration included the release of escrow funds in the amount of $107 million. These funds were included in restricted cash in the Condensed Consolidated Balance Sheet as of December 31, 2024.

(2)As of June 30, 2025, cash consideration of $16 million remains in escrow and is included in restricted cash and accounts payable on the Company’s Condensed Consolidated Balance Sheet.

FME Post-Acquisition Operating Results

The FME Interests contributed the following to the Company’s consolidated operating results:

(In millions)	January 28, 2025 through <br>June 30, 2025
Revenue	$	384
Net income	$	145

Avant Acquisition

On January 17, 2025, the Company closed on the acquisition of certain interests in oil and gas properties located in the Delaware Basin in New Mexico from certain privately owned sellers for total cash consideration of $1.5 billion (the “Avant assets”).

Preliminary Purchase Price Allocation

The transaction was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities acquired in the Avant assets acquisition were recorded at their respective fair values as of

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the closing date of the acquisition. The purchase price allocation is substantially complete; however, management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed, and may adjust the allocation in subsequent periods. Determining the fair value of the assets and liabilities of the Avant assets requires judgment and certain assumptions to be made. The most significant fair value estimates relate to the valuation of the oil and gas properties and gathering and pipeline systems. Oil and gas properties and gathering and pipeline systems were valued using an income and market approach utilizing Level 3 inputs including internally generated production and development data and estimated price and cost estimates.

The following table represents the preliminary allocation of the total purchase price of the Avant assets to the identifiable assets acquired and liabilities assumed based on the fair values as of the closing date of the acquisition:

(In millions)	Preliminary Purchase Price Allocation
Consideration:
Cash consideration (1)	$	1,518
Total consideration	$	1,518
Assets acquired:
Current assets	$	34
Proved oil and gas properties	640
Unproved oil and gas properties	696
Gathering and pipeline systems	161
Other assets	1
Total assets acquired	$	1,532
Liabilities assumed:
Current liabilities	$	3
Asset retirement obligations	6
Other liabilities	5
Total liabilities assumed	$	14
Net assets acquired	$	1,518

________________________________________________________

(1)Cash consideration included the release of escrow funds in the amount of $109 million. These funds were included in restricted cash in the Condensed Consolidated Balance Sheet as of December 31, 2024.

Avant Post-Acquisition Operating Results

The Avant assets contributed the following to the Company’s consolidated operating results:

(In millions)	January 18, 2025 through<br><br>June 30, 2025
Revenue	$	118
Net income	$	30

Combined Unaudited Pro Forma Financial Information

The results of operations of the FME Interests and Avant assets have been included in the Company’s condensed consolidated financial statements since the closing date of the acquisitions. The following supplemental pro forma financial information for the six months ended June 30, 2025 and 2024 have been prepared to give effect to the acquisitions of the FME Interests and the Avant assets as if they had occurred on January 1, 2024. The information below reflects pro forma adjustments based on available information and certain assumptions that the Company believes are factual and supportable. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisitions or any estimated costs that have been or will be incurred by the Company to integrate the FME Interests and Avant assets.

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The pro forma financial information is not necessarily indicative of the results that might have occurred had the transactions actually taken place on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma financial information because of normal production declines, changes in commodity prices, future acquisitions and divestitures, future development and exploration activities and other factors.

The following table represents the pro forma effect on the Company of the FME and Avant acquisitions as if they had occurred on January 1, 2024:

	Three Months Ended<br><br>June 30,		Six Months Ended<br>June 30,
(In millions)	2024		2025		2024
Pro forma revenue	$	1,595	$	3,961	$	3,308
Pro forma net income	$	307	$	1,058	$	738

Other Information

In connection with the FME and Avant acquisitions, the Company recognized $14 million of transaction costs for the six months ended June 30, 2025. These costs are primarily related to integration costs, advisory and legal fees and are included in G&A expense in the condensed consolidated financial statements.

3. Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In millions)	June 30,<br>2025		December 31,<br>2024
Proved oil and gas properties	$	25,619	$	21,765
Unproved oil and gas properties	5,121		4,105
Gathering and pipeline systems	1,008		620
Land, buildings and other equipment	240		213
Finance lease right-of-use asset	29		26
	32,017		26,729
Accumulated DD&A	(9,920)		(8,839)
	$	22,097	$	17,890

Capitalized Exploratory Well Costs

As of and for the six months ended June 30, 2025, the Company did not have any projects with exploratory well costs capitalized for a period of greater than one year after drilling.

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4. Long-Term Debt and Credit Agreements

The following table includes a summary of the Company’s long-term debt:

(In millions)	June 30,<br>2025		December 31,<br>2024
Private placement senior notes:
3.77% senior notes due September 18, 2026	$	250	$	250
Senior notes:
3.90% senior notes due May 15, 2027	750		750
4.375% senior notes due March 15, 2029	500		500
5.60% senior notes due March 15, 2034	500		500
5.40% senior notes due February 15, 2035	750		750
5.90% senior notes due February 15, 2055	750		750
Term loan:
Tranche A term loan due January 27, 2027	150		—
Tranche B term loan due January 17, 2028	500		—
	4,150		3,500
Unamortized debt premium	58		69
Unamortized debt discount	(10)		(10)
Unamortized debt issuance costs	(23)		(24)
Long-term debt	$	4,175	$	3,535

As of June 30, 2025, the Company was in compliance with all financial covenants for its term loan, revolving credit agreement and 3.77% private placement senior notes.

Revolving Credit Agreement

During the first half of 2025, the Company borrowed and repaid $350 million under its revolving credit agreement. The Company’s weighted-average interest rate for borrowings under the revolving credit agreement for the three and six months ended June 30, 2025 was 8 percent. There were no borrowings under the revolving credit agreement during the first half of 2024.

As of June 30, 2025, the Company had no borrowings outstanding under its revolving credit agreement and unused commitments of $2.0 billion.

Term Loan

In December 2024, the Company entered into a delayed draw term loan credit agreement with Toronto Dominion (Texas), LLC, as administrative agent, and certain other lenders and issuing banks (the “Term Loan”), which consists of a $500 million Tranche A Term Loan and a $500 million Tranche B Term Loan. In January 2025, the Company borrowed $500 million under the Tranche A Term Loan to partially fund the FME Interests acquisition and $500 million under the Tranche B Term Loan to partially fund the acquisition of the Avant assets. During the first half of 2025, the Company repaid $350 million of the Tranche A Term Loan.

During the three and six months ended June 30, 2025, the weighted-average effective interest rate on the Company’s Term Loan was approximately 6 percent. As of June 30, 2025, the effective interest rate on the Company’s Term Loan was approximately 6 percent.

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5. Derivative Instruments

As of June 30, 2025, the Company had the following outstanding financial commodity derivatives:

	2025				2026
Oil	Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)	5,152		5,152		2,700		2,730		2,760		2,760
Weighted average floor ($/Bbl)	$	61.34	$	61.34	$	56.67	$	56.67	$	56.67	$	56.67
Weighted average ceiling ($/Bbl)	$	79.00	$	79.00	$	70.68	$	70.68	$	70.68	$	70.68
WTI-NYMEX oil swaps
Volume (MBbl)	1,748		1,748		900		910		920		920
Weighted average price ($/Bbl)	$	69.18	$	69.18	$	66.14	$	66.14	$	66.14	$	66.14
WTI Midland oil basis swaps
Volume (MBbl)	5,520		5,520		1,800		1,820		1,840		1,840
Weighted average differential ($/Bbl)	$	1.02	$	1.02	$	0.95	$	0.95	$	0.95	$	0.95			2025				2026
---	---	---	---	---	---	---	---	---	---	---	---	---
Natural Gas	Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
NYMEX gas collars
Volume (MMBtu)	87,400,000		87,400,000		81,000,000		54,600,000		55,200,000		55,200,000
Weighted average floor ($/MMBtu)	$	3.08	$	3.08	$	3.06	$	3.21	$	3.21	$	3.21
Weighted average ceiling ($/MMBtu)	$	4.88	$	5.66	$	6.39	$	5.76	$	5.76	$	5.76
Transco Leidy gas basis swaps
Volume (MMBtu)	18,400,000		18,400,000		—		—		—		—
Weighted average differential ($/MMBtu)	$	(0.70)	$	(0.70)	—		—		—		—
Transco Zone 6 Non-NY gas basis swaps
Volume (MMBtu)	18,400,000		18,400,000		—		—		—		—
Weighted average differential ($/MMBtu)	$	(0.49)	$	(0.49)	—		—		—		—
Waha gas basis swaps
Volume (MMBtu)	13,800,000		13,800,000		13,500,000		13,650,000		13,800,000		13,800,000
Weighted average differential ($/MMBtu)	$	(2.05)	$	(2.05)	$	(1.86)	$	(1.86)	$	(1.86)	$	(1.86)

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In millions)	Balance Sheet Location	June 30,<br>2025		December 31,<br>2024		June 30,<br>2025		December 31,<br>2024
Commodity contracts	Other current assets	$	98	$	12	$	—	$	—
Commodity contracts	Accrued liabilities	—		—		—		17
Commodity contracts	Other assets	17		—		—		—
Commodity contracts	Other liabilities	—		—		17		4
		$	115	$	12	$	17	$	21

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Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In millions)	June 30,<br>2025		December 31,<br>2024
Derivative assets
Gross amounts of recognized assets	$	139	$	26
Gross amounts offset in the condensed consolidated balance sheet	(24)		(14)
Net amounts of assets presented in the condensed consolidated balance sheet	115		12
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	2		—
Net amount	$	117	$	12
Derivative liabilities
Gross amounts of recognized liabilities	$	41	$	35
Gross amounts offset in the condensed consolidated balance sheet	(24)		(14)
Net amounts of liabilities presented in the condensed consolidated balance sheet	17		21
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	—		—
Net amount	$	17	$	21

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions)	2025		2024		2025		2024
Cash received (paid) on settlement of derivative instruments
Oil contracts	$	17	$	—	$	12	$	(1)
Gas contracts	18		36		1		63
Non-cash gain (loss) on derivative instruments
Oil contracts	83		(2)		88		(35)
Gas contracts	114		(50)		19		(43)
	$	232	$	(16)	$	120	$	(16)

6. Fair Value Measurements

The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information regarding the fair value hierarchy, refer to Note 1 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Financial Assets and Liabilities

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In millions)	Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs<br>(Level 3)		Balance at  <br>June 30, 2025
Assets
Deferred compensation plan	$	18	$	—	$	—	$	18
Derivative instruments	—		40		99		139
	$	18	$	40	$	99	$	157
Liabilities
Deferred compensation plan	$	18	$	—	$	—	$	18
Derivative instruments	—		—		41		41
	$	18	$	—	$	41	$	59

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(In millions)	Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs<br>(Level 3)		Balance at  <br>December 31, 2024
Assets
Deferred compensation plan	$	17	$	—	$	—	$	17
Derivative instruments	—		—		26		26
	$	17	$	—	$	26	$	43
Liabilities
Deferred compensation plan	$	17	$	—	$	—	$	17
Derivative instruments	—		—		35		35
	$	17	$	—	$	35	$	52

The Company’s investments associated with its deferred compensation plans consist of mutual funds that are publicly traded and for which market prices are readily available.

The derivative instruments were measured based on quotes from the Company’s third-party valuation service provider and the Company’s counterparties. Such quotes have been derived using an income approach that considers various inputs, including current market and contractual prices for the underlying instruments, quoted forward commodity prices, basis differentials, volatility factors and interest rates for a similar length of time as the derivative contract term as applicable. Estimates are derived from or verified using relevant NYMEX futures contracts and are compared to multiple quotes obtained from counterparties or third-party valuation services, or a combination of the foregoing. The determination of the fair values presented above also incorporates a credit adjustment for non-performance risk. The Company measured the non-performance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions with which it has derivative contracts while non-performance risk of the Company is evaluated using credit default swap spreads for various similarly rated companies in the same sector as the Company. The Company has not incurred any losses related to non-performance risk of its counterparties and does not anticipate any material impact on its financial results due to non-performance by third parties.

The most significant unobservable inputs relative to the Company’s Level 3 derivative contracts are basis differentials, discount rates and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in the models provided by third-party valuation service providers or its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Balance at beginning of period	$	(9)	$	92
Total gain (loss) included in earnings	74		(16)
Settlement gain	(7)		(62)
Balance at end of period	$	58	$	14
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	67	$	(26)

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of oil and gas properties or acquisitions, at fair value on a nonrecurring basis. In January 2025, the Company completed the FME and Avant acquisitions and recorded the assets acquired and liabilities assumed at fair value. The most significant fair value determinations for non-financial assets and liabilities are related to acquired oil and gas properties and gathering and pipeline systems. Refer to Note 2 of the Notes to the Condensed Consolidated Financial Statements in this report for additional information. As none of the Company’s other non-financial assets and liabilities were measured at fair value as of June 30, 2025, additional disclosures were not required.

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The estimated fair value of the Company’s asset retirement obligations at inception is determined by utilizing the income approach by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state to the undiscounted expected abandonment cash flows. Given the unobservable nature of the inputs, the measurement of the asset retirement obligations was classified as Level 3 in the fair value hierarchy.

Fair Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instruments could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents and restricted cash approximate fair value, due to the short-term maturities of these instruments. Cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy, and the remaining financial instruments are classified as Level 2.

The fair value of the Company’s senior notes is based on quoted market prices, which is classified as Level 1 in the fair value hierarchy. The fair value of the Company’s private placement senior notes is based on third-party quotes, which are derived from credit spreads for the difference between the issue rate and the period end market rate and other unobservable inputs. The Company’s private placement senior notes are valued using a market approach and are classified as Level 3 in the fair value hierarchy. The fair value of the Company’s Term Loan approximates the carrying value as the interest rates are variable and reflective of market rates. The Company’s Term Loan is classified as Level 1 in the fair value hierarchy.

The carrying amount and estimated fair value of debt are as follows:

	June 30, 2025				December 31, 2024
(In millions)	Carrying<br>Amount		Estimated Fair<br>Value		Carrying<br>Amount		Estimated Fair<br>Value
Long-term debt	$	4,175	$	4,057	$	3,535	$	3,395

7. Asset Retirement Obligations

Activity related to the Company’s asset retirement obligations is as follows:

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Balance at beginning of period	$	302	$	289
Liabilities incurred	5		4
Liabilities settled	—		(1)
Liabilities assumed in acquisitions	19		—
Accretion expense	7		6
Balance at end of period	333		298
Less: current asset retirement obligations	(17)		(12)
Noncurrent asset retirement obligations	$	316	$	286

8. Commitments and Contingencies

Contractual Obligations

The Company has various contractual obligations in the normal course of its operations. There have been no material changes to the Company’s contractual obligations described under “Gathering, Processing and Transportation Agreements” and “Lease Commitments” as disclosed in Note 8 of the Notes to Consolidated Financial Statements in the Form 10-K.

Legal Matters

Securities Litigation

In October 2020, a stockholder derivative action styled Ezell v. Dinges, et. al. (U.S. District Court, Middle District of Pennsylvania) was filed against Messrs. Dinges and Schroeder and the Board of Directors of the Company serving at that time. Several additional derivative complaints were also filed and have been consolidated with the Ezell lawsuit, which was later transferred to the U.S. District Court for the Southern District of Texas. The most recent consolidated amended derivative complaint asserted claims for alleged securities violations under Section 10(b) and Section 21D of the Securities Exchange Act

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of 1934, as amended, as well as claims based on alleged breaches of fiduciary duty and statutory contribution theories. In January 2024, the district court issued an order and final judgment granting the Company’s and defendants’ motion to dismiss and dismissing the consolidated derivative case in its entirety with prejudice. The derivative plaintiffs filed a notice of appeal regarding the final judgment in February 2024, with oral arguments heard by the Fifth Circuit Court of Appeals on February 3, 2025. On May 13, 2025, the Fifth Circuit Court of Appeals affirmed the district court’s order dismissing these claims with prejudice.

In March 2024, one of the plaintiffs in the above consolidated derivative action served a demand letter on the Company’s Board of Directors. The letter demanded that the Board of Directors pursue legal claims against various current and former officers and directors of the Company based on similar factual allegations as contained in the corresponding securities class action (that was settled in late 2024) and consolidated stockholder derivative action described above. In June 2024, the individual who made the demand filed a stockholder derivative lawsuit styled Fischer v. Dinges et. al. (U.S. District Court, Southern District of Texas). The Board of Directors formed a committee to advise it in addressing each of the demands and the lawsuit. In April 2025, the committee advised counsel for the stockholders, who served the demand letters, that it had concluded its investigation, that it had determined that pursuing the claims asserted in the demands would not serve the Company’s interests, and that the committee was therefore rejecting the demands. On May 23, 2025, upon motion of the parties, the district court dismissed these claims without prejudice.

Other Legal Matters

The Company is a defendant in various other legal proceedings arising in the normal course of business. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

Contingency Reserves

When deemed necessary, the Company establishes reserves for certain legal proceedings. All known liabilities for legal matters are accrued when management determines they are probable and the potential loss is estimable. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters for which reserves have been established. The Company believes that any such amount above the amounts accrued would not be material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently known or foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

9. Revenue Recognition

Disaggregation of Revenue

The following table presents revenues from contracts with customers disaggregated by product:

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions)	2025		2024		2025		2024
Oil	$	888	$	774	$	1,774	$	1,475
Natural gas	601		319		1,499		857
NGL	219		176		425		349
Other	25		18		51		39
	$	1,733	$	1,287	$	3,749	$	2,720

All of the Company’s revenues from contracts with customers represent products transferred at a point in time as control is transferred to the customer and generated in the U.S.

Transaction Price Allocated to Remaining Performance Obligations

As of June 30, 2025, the Company had $5.8 billion of unsatisfied performance obligations related to natural gas sales that have a fixed pricing component and a contract term greater than one year. The Company expects to recognize these obligations over the next 14 years.

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Contract Balances

Receivables from contracts with customers are recorded when the right to consideration becomes unconditional, generally when control of the product has been transferred to the customer. Receivables from contracts with customers were $860 million and $820 million as of June 30, 2025 and December 31, 2024, respectively, and are reported in accounts receivable, net in the Condensed Consolidated Balance Sheet. As of June 30, 2025, the Company had no assets or liabilities related to its revenue contracts, including no upfront payments or rights to deficiency payments.

10. Income Tax

On July 4, 2025, the U.S. enacted significant tax legislation under H.R. 1, the One Big Beautiful Bill Act (“OBBB”). The OBBB, among other tax provisions, (i) restores section 168(k) 100 percent bonus depreciation for property acquired and placed in service after January 19, 2025, (ii) restores immediate expensing of domestic research and development expenditures for tax years after December 31, 2024, (iii) restores an EBITDA-based section 163(j) calculation for tax years after December 31, 2024, and (iv) allows for the deduction of intangible drilling costs in computing adjusted financial statement income under the Corporate Alternative Minimum Tax for tax years after December 31, 2025.

As this legislation was enacted after June 30, 2025, its effects are not reflected in the Company’s provision for income taxes as of that date. The Company is currently evaluating the impact of the new legislation. While the enactment of the OBBB is not expected to result in a material change to the Company’s total income tax expense, it is expected to have a material impact on the allocation between current and deferred taxes. Specifically, the reinstatement of 100 percent bonus depreciation and immediate expensing of domestic research and development costs are expected to significantly reduce current tax expense, with a corresponding increase in deferred tax expense, beginning in future reporting periods.

11. Capital Stock

Issuance of Common Stock

Upon the closing of the acquisition of the FME Interests in January 2025, the Company issued 28,190,682 shares of its common stock to the sellers of the FME Interests. The shares were valued at $785 million based on the closing price of the stock on the date of issuance.

Dividends

Common Stock

In February 2025, the Company’s Board of Directors approved an increase in its base quarterly dividend from $0.21 per share to $0.22 per share beginning in the first quarter of 2025.

The following table summarizes the dividends the Company has paid on its common stock during the six months ended June 30, 2025 and 2024:

	Base Rate Per Share (1)		Total Dividends Paid <br>(In millions)
2025
First quarter	$	0.22	$	170
Second quarter	0.22		170
	$	0.44	$	340
2024
First quarter	$	0.21	$	160
Second quarter	0.21		158
	$	0.42	$	318

________________________________________________________

(1)    Increases to the Company’s base dividends were previously approved by the Company’s Board of Directors in the February meeting of the respective year presented.

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Treasury Stock

During the six months ended June 30, 2025 and 2024, the Company repurchased and retired 2 million shares for $47 million and 11 million shares for $296 million, respectively. As of June 30, 2025, the Company had $1.1 billion remaining under its current share repurchase program.

12. Stock-Based Compensation

General

Stock-based compensation expense of awards issued under the Company’s incentive plans, and the income tax benefit of awards vested and exercised, are as follows:

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions)	2025		2024		2025		2024
Restricted stock units - employees and non-employee directors	$	13	$	12	$	24	$	21
Restricted stock awards	—		2		—		3
Performance share awards	1		2		6		5
Total stock-based compensation expense	$	14	$	16	$	30	$	29
Income tax benefit	$	3	$	—	$	17	$	—

Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards and the applicable award terms.

Restricted Stock Units - Employees

During the six months ended June 30, 2025, the Company granted 671,361 restricted stock units to employees of the Company with a weighted average grant date value of $28.48 per unit. The fair value of restricted stock unit grants is based on the closing stock price on the grant date. Restricted stock units generally vest at the end of a three-year service period. The Company assumed a zero to five percent annual forfeiture rate for purposes of recognizing stock-based compensation expense for awards granted in 2025 based on the Company’s actual forfeiture history and expectations for this type of award.

During the six months ended June 30, 2025, 1,166,142 restricted stock units granted in 2022 vested. The weighted average grant date value was $24.14 per unit.

Restricted Stock Units - Non-Employees Directors

During the six months ended June 30, 2025, the Company granted 83,637 restricted stock units, with a weighted-average grant date value of $22.60 per unit, to the Company’s non-employee directors. The fair value of these units is measured based on the closing stock price on grant date. These units will vest on the earlier of April 2026 or upon the director’s separation from the Company. Accordingly, the Company recognized this compensation expense immediately.

During the six months ended June 30, 2025, 49,861 restricted stock units granted in 2024 were issued to the Company’s non-employee directors and 76,478 restricted stock units granted and vested in periods from 2016 through 2021 were issued upon the retirement of certain non-employee directors following the Company’s 2025 annual meeting of stockholders. The weighted average grant date value was $23.50 per unit for all awards issued in 2025.

Performance Share Awards

Total Shareholder Return (“TSR”) Performance Share Awards. During the six months ended June 30, 2025, the Company granted 579,476 TSR Performance Share Awards, which are earned or not earned, based on the comparative performance of the Company’s common stock measured against a predetermined group of companies in the Company’s peer group and certain industry-related indices over a three-year performance period, which commenced on February 1, 2025 and ends on January 31, 2028.

These awards have both an equity and liability component, with the right to receive up to the first 100 percent of the award in shares of common stock and the right to receive up to an additional 100 percent of the value of the award in excess of the equity component in cash. These awards also include a feature that will reduce the potential cash component of the award if the actual performance is negative over the three-year period and the base calculation indicates an above-target payout. The equity portion of these awards is valued on the grant date and is not marked-to-market, while the liability portion of the awards

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is valued as of the end of each reporting period on a mark-to-market basis. The Company calculates the fair value of the equity and liability portions of the awards using a Monte Carlo simulation model.

The Company assumed a zero percent annual forfeiture rate for purposes of recognizing stock-based compensation expense for these awards based on the Company’s actual forfeiture history and expectations for this type of award.

The following assumptions were used to determine the grant date fair value of the equity component and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date
	February 19, 2025			June 30, 2025
Fair value per performance share award	$	21.49		$5.97 - $6.19
Assumptions:
Stock price volatility	33.8		%	27.4% - 33.9%
Risk-free rate of return	4.25		%	3.66% - 4.19%

The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk-free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury within the expected term as measured on the grant date.

In January 2025, the performance period ended for the TSR Performance Share Awards that were granted in 2022, and 1,103,157 shares with a grant date fair value of $20 million vested based on the Company’s ranking relative to a predetermined peer group. Cash payments associated with these awards of approximately $1 million were also made in February 2025. The calculation of the award payout was certified by the Compensation Committee of the Board of Directors on February 10, 2025.

13. Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS is similarly calculated, except that the shares of common stock outstanding for the period is increased using the treasury stock and as-if converted methods to reflect the potential dilution that could occur if outstanding stock awards were vested or exercised at the end of the applicable period. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.

The following is a calculation of basic and diluted net earnings per share under the two-class method:

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions, except per share amounts)	2025		2024		2025		2024
Income (Numerator)
Net income	$	511	$	220	$	1,027	$	572
Less: dividends attributable to participating securities	—		(1)		—		(1)
Net income available to common stockholders	$	511	$	219	$	1,027	$	571
Shares (Denominator)
Weighted average shares - Basic	763		742		759		746
Dilution effect of stock awards at end of period	4		6		3		6
Weighted average shares - Diluted	767		748		762		752
Earnings per share
Basic	$	0.67	$	0.30	$	1.35	$	0.77
Diluted	$	0.67	$	0.29	$	1.35	$	0.76

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The following is a calculation of weighted-average shares excluded from diluted EPS due to the anti-dilutive effect:

	Three Months Ended <br>June 30,		Six Months Ended <br>June 30,
(In millions)	2025	2024	2025	2024
Weighted-average stock awards excluded from diluted EPS due to the anti-dilutive effect calculated using the treasury stock method	1	—	1	—

14. Restructuring Costs

Restructuring costs are primarily related to workforce reductions and associated severance benefits that were triggered by the merger with Coterra Energy Operating Co (formerly known as Cimarex Energy Co.) that closed on October 1, 2021. The following table summarizes the Company’s restructuring liabilities:

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Balance at beginning of period	$	13	$	47
Reductions related to severance payments	(9)		(19)
Balance at end of period	$	4	$	28

15. Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:

(In millions)	June 30,<br>2025		December 31,<br>2024
Accounts receivable, net
Trade accounts	$	860	$	820
Joint interest accounts	190		133
Other accounts	3		—
	1,053		953
Allowance for credit losses	(2)		(2)
	$	1,051	$	951
Inventories
Tubular goods and well equipment	$	42	$	33
Commodity inventory	15		13
	$	57	$	46
Other current assets
Prepaid balances	$	8	$	14
Derivative instruments	98		12
Other accounts	7		1
	$	113	$	27
Other assets
Deferred compensation plan	$	18	$	17
Debt issuance costs	9		10
Operating lease right-of-use assets	197		251
Derivative instruments	17		—
Other accounts	122		136
	$	363	$	414

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(In millions)	June 30,<br>2025		December 31,<br>2024
Accounts payable
Trade accounts	$	132	$	59
Royalty and other owners	481		402
Accrued gathering, processing and transportation	82		85
Accrued capital costs	208		177
Taxes other than income	54		37
Accrued lease operating costs	86		48
Other accounts	38		25
	$	1,081	$	833
Accrued liabilities
Employee benefits	$	50	$	76
Taxes other than income	23		46
Restructuring liabilities	4		13
Derivative instruments	—		17
Operating lease liabilities	96		115
Financing lease liabilities	7		7
Other accounts	21		2
	$	201	$	276
Other liabilities
Deferred compensation plan	$	18	$	17
Postretirement benefits	10		16
Derivative instruments	17		4
Operating lease liabilities	111		145
Other accounts	88		77
	$	244	$	259

16. Interest Expense

Interest expense is comprised of the following:

	Three Months Ended <br>June 30,				Six Months Ended <br>June 30,
(In millions)	2025		2024		2025		2024
Interest Expense
Interest expense	$	54	$	27	$	109	$	49
Debt (premium) discount amortization, net	(6)		(6)		(11)		(11)
Debt issuance cost amortization	1		1		3		2
Other	4		12		5		13
	$	53	$	34	$	106	$	53

17. Supplemental Cash Flow Information

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Non-cash activity
Issuance of common stock for FME Interests	$	785	$	—

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following review of operations of Coterra Energy Inc. (“Coterra,” the “Company,” “our,” “we” and “us”) for the three and six month periods ended June 30, 2025 and 2024 should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) and with the Consolidated Financial Statements, Notes and Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 25, 2025 (our “Form 10-K”).

For the abbreviations and definitions of certain terms commonly used in the oil and gas industry, please see the “Glossary of Certain Oil and Gas Terms” included within our Form 10-K.

OVERVIEW

Financial and Operating Overview

Financial and operating results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 reflect the following:

•Net income increased $455 million from $572 million, or $0.77 per share, in 2024 to $1.0 billion, or $1.35 per share, in 2025.

•Net cash provided by operating activities increased $666 million, from $1.4 billion in 2024 to $2.1 billion in 2025.

•Equivalent production increased 15.2 MMBoe from 123.3 MMBoe, or 677.7 MBoe per day, in 2024 to 138.5 MMBoe, or 765.4 MBoe per day, in 2025.

◦Oil production increased 7.8 MMBbl from 19.1 MMBbl, or 104.9 MBbl per day, in 2024 to 26.9 MMBbl, or 148.4 MBbl per day, in 2025.

◦Natural gas production increased 24.5 Bcf from 522.3 Bcf, or 2,869.9 MMcf per day, in 2024 to 546.8 Bcf, or 3,021.1 MMcf per day, in 2025.

◦NGL volumes increased 3.4 MMBbl from 17.2 MMBbl, or 94.5 MBbl per day, in 2024 to 20.6 MMBbl, or 113.6 MBbl per day, in 2025.

•Average realized prices (including impact of derivatives):

◦Oil was $66.52 per Bbl in 2025, 14 percent lower than the $77.25 per Bbl realized in 2024.

◦Natural gas was $2.74 per Mcf in 2025, 56 percent higher than the $1.76 per Mcf realized in 2024.

◦NGL price was $20.66 per Bbl in 2025, two percent higher than the $20.28 per Bbl realized in 2024.

•Total capital expenditures for drilling, completion and other fixed assets were $1.1 billion in 2025 compared to $927 million in the corresponding period of the prior year.

Other financial highlights for the six months ended June 30, 2025 include the following:

•Closed two acquisitions in January 2025 in the Delaware Basin in New Mexico for total consideration of $3.3 billion in cash and the issuance of 28,190,682 shares of our common stock valued at $785 million based on the closing price of our common stock on the closing date of the transactions.

•Increased our quarterly base dividend from $0.21 per share to $0.22 per share in February 2025.

•Repaid $350 million of the Tranche A Term Loan.

•Repurchased 2 million shares for $47 million.

Market Conditions and Commodity Prices

Our financial results depend on many factors, particularly commodity prices and our ability to find and develop oil and gas reserves and market our production on economically attractive terms. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, which can be impacted by pipeline capacity constraints, inventory storage levels, basis differentials, weather conditions, and geopolitical, economic and other factors.

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While oil prices were relatively steady throughout 2024, prices have declined in the first half of 2025, with the largest decline occurring in April 2025 in both spot and forward pricing. Global oil demand continues to be projected by some, including the International Energy Agency, to be adversely impacted by escalating trade tensions as a result of U.S. economic policy, including tariffs and retaliatory tariffs. However, these forecasts are subject to volatile market conditions, including ongoing shifts in U.S. and international trade policy, as well as geopolitical risk and uncertainty, including political and military disputes. OPEC+ previously announced both production cuts and increased production quotas. The impacts of these changes remain to be seen.

Natural gas prices, which rose in early 2025, have continued to trend downward through the second quarter, driven in part by warmer-than-expected temperatures and record high domestic production. Additionally, shifting U.S. and international trade policy and related uncertainty, including potential retaliatory tariffs on U.S. exports of LNG, have contributed to ongoing volatility in natural gas pricing. Meanwhile, basis differentials have persisted in the U.S., with prices at the Waha Hub in the Permian Basin particularly depressed due to oversupply. Prices turned negative in March 2025 before rebounding in April 2025, but remained volatile through the second quarter. Despite these headwinds, we continue to expect natural gas prices overall to be stronger in 2025 compared to 2024.

In recent months, the potential for increasing tariffs has remained a contributing factor to increased volatility in commodity markets and uncertainty in the general economic outlook. Higher tariffs could result in increased costs of materials used in our operations, less ready access to capital markets or less favorable general economic conditions. The uncertainty surrounding tariff policies has led to fluctuations in commodity prices which could impact our ability to forecast future results. We are continuing to monitor developments related to tariff policies.

Although the current outlook on oil and natural gas prices is generally favorable, and our operations have not been significantly impacted in the short-term, in the event further disruptions occur or the current market volatility and U.S. and international economic policy uncertainty continues for an extended period of time, our operations could be adversely impacted, commodity prices could decline and our costs may increase. We expect commodity price volatility to continue, including as a result of U.S. and international economic policy (such as tariffs or retaliatory tariffs), actions of OPEC+ (including the ability of OPEC+ to successfully coordinate production quotas) and potentially swift near- and medium-term fluctuations in supply and demand, such as potential changes to drilling and capital programs in the short term by U.S. producers. While we are unable to predict future commodity prices, at current oil, natural gas and NGL price levels, we do not believe that an impairment of our oil and gas properties is reasonably likely to occur in the near future. However, in the event that commodity prices significantly decline or costs significantly increase from current levels, our management would evaluate the recoverability of the carrying value of our oil and gas properties.

In addition, some governments, companies, communities and other stakeholders are supporting efforts to address climate change. As a result, such efforts have resulted in both existing and pending legislation and regulatory measures (including at the state, national and international level). Significant uncertainty remains as to the proposed changes in these laws or regulations, which, if adopted, may result in delays or restrictions in permitting and the development of our projects, increases to our costs, impair our ability to move forward with our construction, completions, drilling, water management, waste handling, storage, transport and remediation activities, or more competitive renewable energy alternatives that are able to more effectively compete with traditional oil and natural gas-derived products (including government subsidies and incentives for electric vehicles), any of which could have an adverse effect on our financial results.

For information about the impact of realized commodity prices on our revenues, refer to “Results of Operations” below.

Recent U.S. Tax Legislation

On July 4, 2025, the U.S. enacted significant tax legislation under H.R. 1, the One Big Beautiful Bill Act (“OBBB”). As this legislation was enacted after June 30, 2025, its effects are not reflected in our provision for income taxes as of that date. We are currently evaluating the impact of the new legislation. While the enactment of the OBBB is not expected to result in a material change to our total income tax expense, it is expected to have a material impact on the allocation between current and deferred taxes. Specifically, the reinstatement of 100 percent bonus depreciation and immediate expensing of domestic research and development costs are expected to significantly reduce current tax expense, with a corresponding increase in deferred tax expense, beginning in future reporting periods.

Outlook

Our 2025 full-year capital program is expected to be near the high end of the $2.1 billion to $2.3 billion range. We expect to fund these capital expenditures with our operating cash flow. We expect to turn-in-line 175 to 205 total net wells in 2025 across our three operating regions. We expect to invest approximately 66 percent of our capital expenditures in the Permian

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Basin, 15 percent in the Marcellus Shale, 10 percent in the Anadarko Basin and the remaining nine percent for gathering systems infrastructure, saltwater disposal and other capital expenditures.

In 2024, we drilled 313 gross wells (159.4 net) and turned-in-line 294 gross wells (153.0 net). For the six months ended June 30, 2025, our capital program focused on the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 99.0 net wells and turned in line 98.8 net wells. Our capital program for the remainder of 2025 will focus on execution of our 2025 plan presented in our annual guidance. In the normal course of our business, we will continue to assess the oil and natural gas price macro environments and may adjust our capital allocation accordingly.

FINANCIAL CONDITION

Liquidity and Capital Resources

We strive to maintain an adequate liquidity level to address commodity price volatility and risk. Our liquidity requirements consist primarily of our planned capital expenditures (including acquisitions), payment of contractual obligations (including debt maturities and interest payments), working capital requirements, dividend payments and share repurchases. Although we have no obligation to do so, we may also from time-to-time refinance or retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise.

Our primary sources of liquidity are cash on hand, net cash provided by operating activities and available borrowing capacity under our revolving credit agreement. Our liquidity requirements are generally funded with cash flows provided by operating activities, together with cash on hand. However, from time-to-time, our investments may be funded by bank borrowings (including draws on our revolving credit agreement), sales of assets, and private or public financing based on our monitoring of capital markets and our balance sheet. While there are no “rating triggers” in any of our debt agreements that would accelerate the scheduled maturities should our credit rating fall below a certain level, a change in our credit rating could adversely impact our interest rate on any borrowings under our revolving credit agreement and our ability to economically access debt markets and could trigger the requirement to post credit support under various agreements, which could reduce the borrowing capacity under our revolving credit agreement. As of the date hereof, our debt is currently rated as investment grade by the three leading ratings agencies. For more on the impact of credit ratings on our interest rates and fees for unused commitments under our revolving credit agreement, see Note 4 of the Notes to the Consolidated Financial Statements in our Form 10-K. We believe that, with operating cash flow, cash on hand and availability under our revolving credit agreement, we have the ability to finance our spending plans over the next 12 months and, based on current expectations, for the longer term.

Our working capital is substantially influenced by the variables discussed above and fluctuates based on the timing and amount of borrowings and repayments under our revolving credit agreement, borrowings and repayments of debt, the timing of cash collections and payments on our trade accounts receivable and payable, respectively, payment of dividends, repurchases of our securities and changes in the fair value of our commodity derivative activity. From time-to-time, our working capital will reflect a deficit, while at other times it will reflect a surplus. This fluctuation is not unusual. As of June 30, 2025, our working capital surplus of $170 million was lower than prior year, primarily due to a lower cash position as a result of funding the purchase price of the FME and Avant acquisitions that closed in January 2025 and the partial repayment of our term loan in the first half of 2025. As of December 31, 2024, we had a working capital surplus of $2.2 billion. We believe we have adequate liquidity and availability under our revolving credit agreement as outlined above to meet our working capital requirements over the next 12 months.

As of June 30, 2025, we had no borrowings outstanding under our revolving credit agreement, our unused commitments were $2.0 billion, and we had unrestricted cash on hand of $192 million.

Our revolving credit agreement and term loan include a covenant potentially limiting our borrowing capacity as determined by our leverage ratio. As of June 30, 2025, we were in compliance with all financial covenants applicable to our revolving credit agreement, term loan and private placement senior notes. Refer to Note 4 of the Notes to the Condensed Consolidated Financial Statements in this report and Note 4 of the Notes to the Consolidated Financial Statements in our Form 10-K for further details.

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Cash Flows

Our cash flows from operating activities, investing activities and financing activities were as follows:

	Six Months Ended <br>June 30,				Variance
(In millions)	2025		2024		Amount		Percent
Cash flows provided by operating activities	$	2,080	$	1,414	$	666	47	%
Cash flows used in investing activities	(4,370)		(1,188)		(3,182)		268	%
Cash flows provided by (used in) financing activities	229		(112)		341		304	%
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(2,061)	$	114	$	(2,175)	(1,908)	%

Operating Activities. Operating cash flow fluctuations are substantially driven by changes in commodity prices, production volumes and operating expenses. As discussed above, commodity prices have historically been volatile. Fluctuations in cash flow may result in an increase or decrease in our planned capital expenditures.

Net cash provided by operating activities for the six months ended June 30, 2025 increased by $666 million compared to the same period in 2024. This increase was primarily due to higher oil, natural gas and NGL revenues driven by significantly higher natural gas prices and by higher production from our FME and Avant acquisitions that closed in January 2025 and our legacy properties in the Permian and Anadarko Basins. These increases were partially offset by an increase in operating costs largely due to our FME and Avant acquisitions and a decrease in cash received on derivative settlements during the first six months of 2025 compared to 2024.

Refer to “Results of Operations” below for additional information relative to commodity prices, production and operating expense fluctuations. We are unable to predict future commodity prices and, as a result, cannot provide any assurance about future levels of net cash provided by operating activities.

Investing Activities. Cash flows used in investing activities increased by $3.2 billion for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase was primarily due to $3.2 billion of cash consideration paid for business combinations and $210 million higher cash paid for capital expenditures, partially offset by a decrease of $250 million of purchases of short-term investments in 2025 compared to 2024.

Financing Activities. Cash flows provided by financing activities increased by $341 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to $851 million higher proceeds from issuance of debt due to the funding of our term loan in 2025 and borrowings under our revolver, and $243 million lower common stock repurchases. These increases were partially offset by $700 million higher debt repayments related to the $350 million repayment of our term loan and the $350 million repayment of borrowings under our revolver during 2025, $32 million of higher dividend payments, and $24 million of higher tax withholding on vesting of stock awards in 2025 compared to 2024.

Capitalization

Information about our capitalization is as follows:

(Dollars in millions)	June 30,<br>2025			December 31,<br>2024
Long-term debt (1)	$	4,175		$	3,535
Stockholders’ equity	14,556			13,122
Total capitalization	$	18,731		$	16,657
Debt to total capitalization	22		%	21		%
Cash and cash equivalents	$	192		$	2,038

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(1) There were no borrowings outstanding under our revolving credit agreement as of June 30, 2025 and December 31, 2024.

Share repurchases. During the six months ended June 30, 2025, we repurchased and retired 2 million shares of our common stock for $47 million. We repurchased and retired 11 million shares of our common stock for $296 million during the six months ended June 30, 2024.

As of June 30, 2025, we had $1.1 billion remaining under our current share repurchase program.

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Dividends. In February 2025, our Board of Directors approved an increase in the base quarterly dividend from $0.21 per share to $0.22 per share.

The following table summarizes our dividends on our common stock for the six months ended June 30, 2025 and 2024:

	Base Rate Per Share		Total Dividends<br>(In millions)
2025
First quarter	$	0.22	$	170
Second quarter	0.22		170
	$	0.44	$	340
2024
First quarter	$	0.21	$	160
Second quarter	0.21		158
	$	0.42	$	318

Capital and Exploration Expenditures

On an annual basis, we generally fund most of our capital expenditures, excluding any significant property acquisitions, with cash flow provided by operating activities, and, if required, borrowings under our revolving credit agreement. We budget these expenditures based on our projected cash flows for the year.

The following table presents major components of our capital and exploration expenditures:

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Acquisitions
Proved oil and gas properties	$	2,473	$	—
Unproved oil and gas properties	1,286		—
Gathering and pipeline systems	333		—
	$	4,092	$	—
Capital expenditures:
Drilling and facilities	$	1,044	$	864
Pipeline and gathering	63		54
Other	14		9
Capital expenditures for drilling, completion and other fixed asset additions	1,121		927
Capital expenditures for leasehold and property acquisitions	57		3
Exploration expenditures (1)	14		10
	$	1,192	$	940

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(1)There were no exploratory dry hole costs for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025, our capital program focused on the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 99.0 net wells and turned-in-line 98.8 net wells. We expect that our full-year 2025 capital program will be near the high end of the $2.1 billion to $2.3 billion range. Refer to “Outlook” above for additional information regarding the current year drilling program. We will continue to assess the commodity price environment and may adjust our capital expenditures accordingly.

Contractual Obligations

We have various contractual obligations in the normal course of our operations. There have been no material changes to our contractual obligations described under “Gathering, Processing and Transportation Agreements” and “Lease Commitments” as disclosed in Note 8 of the Notes to the Consolidated Financial Statements and the obligations described under “Contractual

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Obligations” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Refer to our Form 10-K for further discussion of our critical accounting policies.

Purchase Accounting

From time-to-time, we may acquire assets and assume liabilities in transactions accounted for as business combinations, such as the FME and Avant acquisitions. In connection with the FME and Avant acquisitions, we allocated the purchase price consideration to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates of the respective acquisition.

We made a number of assumptions in estimating the fair value of assets acquired and liabilities assumed in the FME and Avant acquisitions. The most significant assumptions related to the fair value estimates of proved and unproved oil and gas properties, which were recorded at a total fair value of $3.8 billion. Since sufficient market data was not available regarding the fair values of the acquired proved and unproved oil and gas properties, we prepared our estimates using discounted cash flows and engaged third-party valuation experts. Significant judgments and assumptions are inherent in these estimates and include, among other things, estimates of reserve quantities and production volumes, future commodity prices and price differentials, expected development costs, lease operating costs, reserve risk adjustment factors and an estimate of an applicable market participant discount rate that reflects the risk of the underlying cash flow estimates.

Estimated fair values assigned to assets acquired can have a significant impact on future results of operations, as presented in our financial statements. Fair values are based on estimates of future commodity prices and price differentials, reserve quantities and production volumes, development costs and lease operating costs. In the event that future commodity prices or reserve quantities or production volumes are significantly lower than those used in the determination of fair value as of the closing dates of the acquisitions, the likelihood increases that certain costs may be determined to be unrecoverable.

In addition to the fair value of proved and unproved oil and gas properties, other significant fair value assessments for the assets acquired and liabilities assumed in the FME and Avant acquisitions relate to gathering and pipeline systems. We prepared estimates and engaged third-party valuation experts to assist in the valuation of certain other assets, which required significant judgments and assumptions inherent in the estimates and included projected cash flows and comparable companies’ cash flow multiples.

RESULTS OF OPERATIONS

Second Quarters of 2025 and 2024 Compared

Operating Revenues

	Three Months Ended <br>June 30,				Variance
(In millions)	2025		2024		Amount		Percent
Operating Revenues
Oil	$	888	$	774	$	114	15	%
Natural gas	601		319		282		88	%
NGL	219		176		43		24	%
Gain (loss) on derivative instruments	232		(16)		248		1,550	%
Other	25		18		7		39	%
	$	1,965	$	1,271	$	694	55	%

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Production Revenues

Our production revenues are derived from sales of our oil, natural gas and NGL production. Increases or decreases in our revenues, profitability and future production growth are highly dependent on the commodity prices we receive, which, as discussed above, fluctuate due to a variety of factors, including supply and demand, the availability of transportation, seasonality and geopolitical, economic and other factors.

Production and Sales Price

The following table presents our total and average daily production volumes for oil, natural gas and NGLs, and our average oil, natural gas and NGL sales prices for the periods indicated.

	Three Months Ended June 30,				Variance
	2025		2024		Amount		Percent
Production Volumes
Oil (MMBbl)	14.1		9.8		4.3		44	%
Natural gas (Bcf)	272.9		253.0		19.9		8	%
NGL (MMBbl)	11.7		9.0		2.7		30	%
Equivalents (MMBoe)	71.3		60.9		10.4		17	%
Average Daily Production Volumes
Oil (MBbl)	155.4		107.2		48.2		45	%
Natural gas (MMcf)	2,998.6		2,779.8		218.8		8	%
NGL (MBbl)	128.7		98.8		29.9		30	%
Equivalents (MBoe)	783.9		669.2		114.7		17	%
Average Sales Price
Excluding Derivative Settlements
Oil ($/Bbl)	$	62.80	$	79.37	$	(16.57)	(21)	%
Natural gas ($/Mcf)	$	2.20	$	1.26	$	0.94	75	%
NGL ($/Bbl)	$	18.72	$	19.53	$	(0.81)	(4)	%
Including Derivative Settlements
Oil ($/Bbl)	$	64.01	$	79.39	$	(15.38)	(19)	%
Natural gas ($/Mcf)	$	2.27	$	1.40	$	0.87	62	%
NGL ($/Bbl)	$	18.72	$	19.53	$	(0.81)	(4)	%

Oil Revenues

	Three Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (MMBbl)	14.1		9.8		4.3		44	%	$	348
Price ($/Bbl)	$	62.80	$	79.37	$	(16.57)	(21)	%	(234)
									$	114

Oil revenues increased $114 million due to higher production in the Permian Basin, partially offset by lower oil prices. Production increased due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties.

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Natural Gas Revenues

	Three Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (Bcf)	272.9		253.0		19.9		8	%	$	25
Price ($/Mcf)	$	2.20	$	1.26	$	0.94	75	%	257
									$	282

Natural gas revenues increased $282 million primarily due to significantly higher natural gas prices and higher production in the Permian and Anadarko Basins, partially offset by lower production in the Marcellus Shale. Production increased due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins. The decrease in production in the Marcellus Shale was due to a decrease in drilling and completion activity in 2024, which resulted in a decline in production.

NGL Revenues

	Three Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (MMBbl)	11.7		9.0		2.7		30	%	$	53
Price ($/Bbl)	$	18.72	$	19.53	$	(0.81)	(4)	%	(10)
									$	43

NGL revenues increased $43 million primarily due to higher NGL volumes in the Permian and Anadarko Basins, partially offset by lower prices.

Gain (loss) on Derivative Instruments

Net gains and losses on our derivative instruments are a function of fluctuations in the underlying commodity index prices as compared to the contracted prices and the monthly cash settlements (if any) of the derivative instruments. We have elected not to designate our derivatives as hedging instruments for accounting purposes and, therefore, we do not apply hedge accounting treatment to our derivative instruments. Consequently, changes in the fair value of our derivative instruments and cash settlements are included as a component of operating revenues as either a net gain or loss on derivative instruments. Cash settlements of our contracts are included in cash flows from operating activities in our statement of cash flows.

The following table presents the components of “Gain (loss) on derivative instruments” for the periods indicated:

	Three Months Ended <br>June 30,
(In millions)	2025		2024
Cash received on settlement of derivative instruments
Oil contracts	$	17	$	—
Gas contracts	18		36
Non-cash gain (loss) on derivative instruments
Oil contracts	83		(2)
Gas contracts	114		(50)
	$	232	$	(16)

Operating Costs and Expenses

Costs associated with producing oil and natural gas are substantial. Among other factors, some of these costs vary with commodity prices, some trend with the volume and commodity mix, some are a function of the number of wells we own and operate, some depend on the prices charged by service companies, and some fluctuate based on a combination of the foregoing. Our costs for services, labor and supplies had stabilized in 2024 despite on-going demand and latent effects of inflation and supply chain disruptions. In January 2025 with the completion of the FME and Avant acquisitions, we expanded our operations in the Permian Basin.

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The table below reflects our operating costs and expenses for the periods indicated, and a discussion of the operating costs and expenses follows.

	Three Months Ended<br><br>June 30,				Variance				Per BOE
(In millions, except per BOE)	2025		2024		Amount		Percent		2025		2024
Operating Expenses
Direct operations	$	236	$	160	$	76	48	%	$	3.32	$	2.62
Gathering, processing and transportation	271		242		29		12	%	3.81		3.99
Taxes other than income	87		54		33		61	%	1.21		0.89
Exploration	4		5		(1)		(20)	%	0.07		0.09
Depreciation, depletion and amortization	579		447		132		30	%	8.11		7.34
General and administrative	84		68		16		24	%	1.18		1.12
	$	1,261	$	976	$	285	29	%	$	17.70	$	16.05

Direct Operations

Direct operations generally consist of costs for labor, equipment, maintenance, saltwater disposal, compression, power, treating and miscellaneous other costs (collectively, “lease operating expense”). Direct operations also include well workover activity necessary to maintain production from existing wells.

Direct operations expense consisted of lease operating expense and workover expense as follows:

	Three Months Ended <br>June 30,						Per BOE
(In millions, except per BOE)	2025		2024		Variance		2025		2024
Direct Operations Expense
Lease operating expense	$	194	$	134	$	60	$	2.73	$	2.19
Workover expense	42		26		16		0.59		0.43
	$	236	$	160	$	76	$	3.32	$	2.62

Lease operating expense increased primarily due to higher production levels and higher costs in the Permian Basin driven in part by the FME and Avant acquisitions, which have higher lifting costs than our legacy wells.

Workover expense increased $16 million primarily due to increased expenses related to the FME and Avant acquisitions and higher workover activity in the Permian Basin, partially offset by a decrease in workover activity in the Marcellus Shale due to reduced activity in the basin.

Gathering, Processing and Transportation

Gathering, processing and transportation costs principally consist of expenditures to prepare and transport production downstream from the wellhead, including gathering, fuel, and compression, along with processing costs, which are incurred to extract NGLs from the raw natural gas stream. Gathering costs also include costs associated with operating our gas gathering infrastructure, including operating and maintenance expenses. Costs vary by operating area and will fluctuate with increases or decreases in production volumes, contractual fees, and changes in fuel and compression costs.

Gathering, processing and transportation costs increased $29 million primarily due to higher production due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins.

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Taxes Other Than Income

Taxes other than income consist of production (or severance) taxes, drilling impact fees, ad valorem taxes and other taxes. State and local taxing authorities assess these taxes, with production taxes being based on the volume or value of production, drilling impact fees being based on drilling activities and prevailing natural gas prices and ad valorem taxes being based on the value of properties.

The following table presents taxes other than income for the periods indicated:

	Three Months Ended <br>June 30,
(In millions)	2025			2024			Variance
Taxes Other than Income
Production	$	68		$	52		$	16
Drilling impact fees	6			2			4
Ad valorem	12			(1)			13
Other	1			1			—
	$	87		$	54		$	33
Production taxes as percentage of revenue (Permian and Anadarko Basins)	5.6		%	5.6		%

Taxes other than income increased primarily due to an increase in our production and ad valorem taxes. Production taxes increased primarily due to higher production due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins. Ad valorem taxes increased due to a reduction in 2024 ad valorem tax expense related to an adjustment for estimated tax accruals that related to the full-year 2023.

Depreciation, Depletion and Amortization (“DD&A”)

DD&A expense consisted of the following for the periods indicated:

	Three Months Ended <br>June 30,						Per BOE
(In millions, except per BOE)	2025		2024		Variance		2025		2024
DD&A Expense
Depletion	$	536	$	414	$	122	$	7.52	$	6.80
Depreciation	24		18		6		0.32		0.29
Amortization of unproved properties	15		12		3		0.22		0.20
Accretion of ARO	4		3		1		0.05		0.05
	$	579	$	447	$	132	$	8.11	$	7.34

Depletion of our producing properties is computed on a field basis using the units-of-production method under the successful efforts method of accounting. The economic life of each producing property depends upon the estimated proved reserves for that property, which in turn depend upon the assumed realized sales price for future production. Therefore, fluctuations in oil and natural gas prices will impact the level of proved developed and proved reserves used in the calculation. Higher prices generally have the effect of increasing reserves, which reduces depletion expense. Conversely, lower prices generally have the effect of decreasing reserves, which increases depletion expense. The cost of replacing production also impacts our depletion expense. In addition, changes in estimates of reserve quantities, estimates of operating and future development costs, reclassifications of properties from unproved to proved and impairments of oil and gas properties will impact depletion expense. Our depletion expense increased $122 million primarily due to a higher depletion rate and an increase in production. Our depletion rate increased primarily due to the increase in value of our oil and gas properties related to assets acquired from FME and Avant, which were recorded at fair value. The depletion rate also increased due to a shift in our production mix to fields with higher depletion rates and changes in our year-end reserves estimates

Fixed assets consist primarily of gas gathering facilities, water infrastructure, buildings, vehicles, aircraft, furniture and fixtures and computer equipment and software. These items are recorded at cost and are depreciated on the straight-line method based on expected lives of the individual assets, which range from three to 30 years. Also included in our depreciation expense is the depreciation of the right-of-use asset associated with our finance lease gathering system.

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Unproved properties are amortized based on our drilling experience and our expectation of converting our unproved leaseholds to proved properties. The rate of amortization depends on the timing and success of our exploration and development program. If development of unproved properties is deemed unsuccessful, and the properties are abandoned or surrendered, the capitalized costs are expensed in the period the determination is made.

General and Administrative (“G&A”)

G&A expense consists primarily of salaries and related benefits, stock-based compensation, office rent, legal and consulting fees, systems costs and other administrative costs incurred.

The table below reflects our G&A expense for the periods indicated:

	Three Months Ended <br>June 30,
(In millions)	2025		2024		Variance
G&A Expense
General and administrative expense	$	70	$	52	$	18
Stock-based compensation expense	14		16		(2)
	$	84	$	68	$	16

G&A expense, excluding stock-based compensation expense, increased $18 million primarily due to higher employee-related costs, legal and professional fees and community outreach and charitable contributions.

Stock-based compensation expense will fluctuate based on the grant date fair value of awards, the number of awards, the requisite service period of the awards, estimated employee forfeitures, and the timing of the awards.

Interest Expense

The table below reflects our interest expense for the periods indicated:

	Three Months Ended <br>June 30,
(In millions)	2025		2024		Variance
Interest Expense
Interest expense	$	54	$	27	$	27
Debt premium and discount amortization, net	(6)		(6)		—
Debt issuance cost amortization	1		1		—
Other	4		12		(8)
	$	53	$	34	$	19

Interest expense increased primarily due to an increase of $27 million related to interest on debt balances. This increase was primarily due to the issuance of $500 million of 5.60% senior notes in early March 2024, $750 million of 5.40% senior notes in December 2024, $750 million of 5.90% senior notes in December 2024 and $1.0 billion of term loans issued in January 2025 to fund the FME and Avant acquisitions. These increases were partially offset by decreases related to repayments of $575 million related to the 3.65% weighted-average private placement senior notes in September 2024 and $350 million of our term loan in the first half of 2025.

Interest Income

Interest income decreased $17 million due to lower cash balances during 2025 compared to 2024 and a decrease in interest earned on our higher interest rate short-term investment balances that matured in September 2024.

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Income Tax Expense

	Three Months Ended <br>June 30,
(In millions)	2025			2024			Variance
Income Tax Expense
Current tax expense	$	97		$	62		$	35
Deferred tax expense (benefit)	50			(1)			51
	$	147		$	61		$	86
Combined federal and state effective income tax rate	22.3		%	21.6		%

Income tax expense increased $86 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to higher pre-tax income and a higher effective tax rate. The effective tax rate increased due to differences in permanent book-to-tax adjustments and non-recurring discrete items recorded during the three months ended June 30, 2025 and 2024.

First Six Months of 2025 and 2024 Compared

Operating Revenues

	Six Months Ended <br>June 30,				Variance
(In millions)	2025		2024		Amount		Percent
Oil	$	1,774	$	1,475	$	299	20	%
Natural gas	1,499		857		642		75	%
NGL	425		349		76		22	%
Gain (loss) on derivative instruments	120		(16)		136		850	%
Other	51		39		12		31	%
	$	3,869	$	2,704	$	1,165	43	%

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Production Revenues

Production and Sales Price

The following table presents our total and average daily production volumes for oil, natural gas and NGLs, and our average oil, natural gas and NGL sales prices for the periods indicated.

	Six Months Ended <br>June 30,				Variance
	2025		2024		Amount		Percent
Production Volumes
Oil (MMBbl)	26.9		19.1		7.8		41	%
Natural gas (Bcf)	546.8		522.3		24.5		5	%
NGL (MMBbl)	20.6		17.2		3.4		20	%
Equivalents (MMBoe)	138.5		123.3		15.2		12	%
Average Daily Production Volumes
Oil (MBbl)	148.4		104.9		43.5		41	%
Natural gas (MMcf)	3,021.1		2,869.9		151.2		5	%
NGL (MBbl)	113.6		94.5		19.1		20	%
Equivalents (MBoe)	765.4		677.7		87.7		13	%
Average Sales Price
Excluding Derivative Settlements
Oil ($/Bbl)	$	66.08	$	77.31	$	(11.23)	(15)	%
Natural gas ($/Mcf)	$	2.74	$	1.64	$	1.10	67	%
NGL ($/Bbl)	$	20.66	$	20.28	$	0.38	2	%
Including Derivative Settlements
Oil ($/Bbl)	$	66.52	$	77.25	$	(10.73)	(14)	%
Natural gas ($/Mcf)	$	2.74	$	1.76	$	0.98	56	%
NGL ($/Bbl)	$	20.66	$	20.28	$	0.38	2	%

Oil Revenues

	Six Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (MMBbl)	26.9		19.1		7.8		41	%	$	601
Price ($/Bbl)	$	66.08	$	77.31	$	(11.23)	(15)	%	(302)
									$	299

Oil revenues increased $299 million primarily due to higher production in the Permian and Anadarko Basins, partially offset by lower oil prices. Production increased due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties.

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Natural Gas Revenues

	Six Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (Bcf)	546.8		522.3		24.5		5	%	40
Price ($/Mcf)	$	2.74	$	1.64	$	1.10	67	%	602
									$	642

Natural gas revenues increased $642 million primarily due to significantly higher natural gas prices and higher production in the Permian and Anadarko Basins, partially offset by lower production in the Marcellus Shale. Production increased due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins. The decrease in production in the Marcellus Shale was due to a decrease in drilling and completion activity in 2024 which resulted in a decline in production.

NGL Revenues

	Six Months Ended <br>June 30,				Variance				Increase<br>(Decrease)<br>(In millions)
	2025		2024		Amount		Percent
Volume (MMBbl)	20.6		17.2		3.4		20	%	$	68
Price ($/Bbl)	$	20.66	$	20.28	$	0.38	2	%	8
									$	76

NGL revenues increased $76 million primarily due to higher volumes in the Permian and Anadarko Basins and slightly higher NGL prices.

Gain (loss) on Derivative Instruments

The following table presents the components of “Gain (loss) on derivative instruments” for the periods indicated:

	Six Months Ended <br>June 30,
(In millions)	2025		2024
Cash received (paid) on settlement of derivative instruments
Oil contracts	$	12	$	(1)
Gas contracts	1		63
Non-cash gain (loss) on derivative instruments
Oil contracts	88		(35)
Gas contracts	19		(43)
	$	120	$	(16)

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Operating Costs and Expenses

The table below reflects our operating costs and expenses for the periods indicated, and a discussion of the operating costs and expenses follows:

	Six Months Ended <br>June 30,				Variance				Per Boe
(In millions, except per Boe)	2025		2024		Amount		Percent		2025		2024
Operating Expenses
Direct operations	$	452	$	316	$	136	43	%	$	3.26	$	2.56
Gathering, processing and transportation	553		492		61		12	%	4.00		3.99
Taxes other than income	183		128		55		43	%	1.32		1.04
Exploration	14		10		4		40	%	0.10		0.08
Depreciation, depletion and amortization	1,085		879		206		23	%	7.83		7.12
General and administrative	176		143		33		23	%	1.27		1.16
	$	2,463	$	1,968	$	495	25	%	$	17.78	$	15.95

Direct Operations

Direct operations expense consisted of lease operating expense and workover expense as follows:

	Six Months Ended <br>June 30,						Per Boe
(In millions, except per Boe)	2025		2024		Variance		2025		2024
Direct Operations
Lease operating expense	$	383	$	264	$	119	$	2.76	$	2.14
Workover expense	69		52		17		0.50		0.42
	$	452	$	316	$	136	$	3.26	$	2.56

Lease operating expense increased primarily due to higher production levels and higher costs in the Permian Basin driven in part by the FME and Avant acquisitions, which have higher lifting costs than our legacy wells.

Workover expense increased by $17 million primarily due to higher expense related to the FME and Avant acquisitions and higher workover activity in the Permian Basin, partially offset by lower activity in the Marcellus Shale due to reduced activity in the basin.

Gathering, Processing and Transportation

Gathering, processing and transportation costs increased $61 million, primarily due to higher production due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins.

Taxes Other Than Income

The following table presents taxes other than income for the periods indicated:

	Six Months Ended <br>June 30,
(In millions)	2025			2024			Variance
Taxes Other than Income
Production	$	147		$	106		$	41
Drilling impact fees	11			7			4
Ad valorem	24			16			8
Other	1			(1)			2
	$	183		$	128		$	55
Production taxes as percentage of revenue (Permian and Anadarko Basins)	5.9		%	5.6		%

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Taxes other than income increased $55 million primarily due to an increase in our production and ad valorem taxes. Production taxes increased primarily due to higher production due to the FME and Avant acquisitions in the Permian Basin that closed in January 2025 and higher production from our legacy properties in the Permian and Anadarko Basins. Ad valorem taxes increased due to a reduction in 2024 ad valorem tax expense related to an adjustment for estimated tax accruals related to the full-year 2023.

Depreciation, Depletion and Amortization (“DD&A”)

DD&A expense consisted of the following for the periods indicated:

	Six Months Ended <br>June 30,						Per BOE
(In millions, except per Boe)	2025		2024		Variance		2025		2024
DD&A Expense
Depletion	$	1,003	$	813	$	190	$	7.24	$	6.59
Depreciation	47		36		11		0.35		0.29
Amortization of unproved properties	28		24		4		0.20		0.19
Accretion of ARO	7		6		1		0.04		0.05
	$	1,085	$	879	$	206	$	7.83	$	7.12

Our depletion expense increased $190 million primarily due to a higher depletion rate and an increase in production. Our depletion rate increased primarily due to the increase in value of our oil and gas properties related to assets acquired from FME and Avant, which were recorded at fair value. The depletion rate also increased due to a shift in our production mix to fields with higher depletion rates and changes in our year-end reserves estimates.

General and Administrative (“G&A”)

The table below reflects our G&A expense for the periods indicated:

	Six Months Ended <br>June 30,
(In millions)	2025		2024		Variance
G&A Expense
General and administrative expense	$	146	$	114	$	32
Stock-based compensation expense	30		29		1
	$	176	$	143	$	33

G&A expense, excluding stock-based compensation expense, increased $32 million primarily due to acquisition and transition costs associated with the FME and Avant acquisitions completed in January 2025, increased employee-related costs and higher legal and professional fees, partially offset by the recognition of certain long-term commitments for community outreach and charitable contributions that were accrued in 2024.

Stock-based compensation expense will fluctuate based on the grant date fair value of awards, the number of awards, the requisite service period of the awards, estimated employee forfeitures, and the timing of the awards.

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Interest Expense

The table below reflects our interest expense for the periods indicated:

	Six Months Ended <br>June 30,
(In millions)	2025		2024		Variance
Interest Expense
Interest expense	$	109	$	49	$	60
Debt premium and discount amortization, net	(11)		(11)		—
Debt issuance cost amortization	3		2		1
Other	5		13		(8)
	$	106	$	53	$	53

Interest expense increased $53 million primarily due to an increase of $60 million related to interest on debt balances. This increase was primarily due to the issuance of $500 million of 5.60% senior notes in early March 2024, $750 million of 5.40% senior notes in December 2024, $750 million of 5.90% senior notes in December 2024 and $1.0 billion of term loans issued in January 2025 to fund the FME and Avant acquisitions. These increases were partially offset by repayments of $575 million related to the 3.65% weighted-average private placement senior notes in September 2024 and $350 million of our term loan in the first half of 2025.

Interest Income

Interest income decreased $25 million due to lower cash balances during 2025 compared to 2024 and a decrease in interest earned on short-term investment balances that matured in September 2024.

Income Tax Expense

	Six Months Ended <br>June 30,
(In millions)	2025			2024			Variance
Income Tax Expense
Current tax expense	$	227		$	169		$	58
Deferred tax expense (benefit)	61			(23)			84
	$	288		$	146		$	142
Combined federal and state effective income tax rate	21.9		%	20.3		%

Income tax expense increased $142 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to higher pre-tax income and a higher effective tax rate. The effective tax rate increased due to differences in permanent book-to-tax adjustments and non-recurring discrete items recorded during the six months ended June 30, 2025 and 2024.

Forward-Looking Information

This report includes forward-looking statements within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this report are forward-looking statements. Such forward-looking statements include, but are not limited, statements regarding future financial and operating performance and results, strategic pursuits and goals, market prices, future hedging and risk management activities, the impact of tariffs, timing and amount of capital expenditures and other statements that are not historical facts contained in this report. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “forecast,” “target,” “predict,” “potential,” “possible,” “may,” “should,” “could,” “would,” “will,” “strategy,” “outlook” and similar expressions are also intended to identify forward-looking statements. We can provide no assurance that the forward-looking statements contained in this report will occur as expected, and actual results may differ materially from those included in this report. Forward-looking statements are based on current expectations and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this report. These risks and uncertainties include, without limitation, the availability of cash on hand and other sources of liquidity to fund our capital expenditures, changes in U.S. and international economic policy (including tariffs and retaliatory tariffs and the impacts thereof), actions by, or disputes among or between, members of OPEC+, market factors, market prices (including geographic basis differentials) of oil and natural gas, impacts of inflation, labor shortages and

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economic disruption, geopolitical disruptions such as the war in Ukraine or the conflict in the Middle East or further escalation thereof, the potential effects of ongoing political and military disputes, results of future drilling and marketing activities (including seismicity and similar data), future production and costs, legislative and regulatory initiatives, electronic, cyber or physical security breaches, the impact of public health crises, including pandemics and epidemics and any related company or governmental policies or actions, and other factors detailed herein and in our other SEC filings. Refer to “Risk Factors” in Item 1A of Part I of our Form 10-K for additional information about these risks and uncertainties. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investors section of our website (www.coterra.com) to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated into, this report.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are subject to a variety of risks, including market risks associated with changes in commodity prices and interest rate movements on outstanding debt. Except as otherwise indicated, the following quantitative and qualitative information is provided about financial instruments to which we were party as of June 30, 2025 and from which we may incur future gains or losses from changes in commodity prices or interest rates.

Commodity Price Risk

Our most significant market risk exposure is pricing applicable to our oil, natural gas and NGL production. Realized prices are mainly driven by the worldwide price for oil and spot market prices for North American natural gas and NGL production. As noted above, these prices have been volatile and unpredictable. To mitigate the volatility in commodity prices, we may enter into derivative instruments to hedge a portion of our production.

Derivative Instruments and Risk Management Activities

Our commodity price risk management strategy is designed to reduce the risk of commodity price volatility for our production in the oil and natural gas markets through the use of financial commodity derivatives. A committee that consists of members of senior management oversees these risk management activities. Our financial commodity derivatives generally cover a portion of our production and, while protecting us in the event of price declines, limit the benefit to us in the event of price increases. Further, if any of our counterparties defaulted, this protection might be limited as we might not receive the full benefit of our financial commodity derivatives. Please read the discussion below as well as Note 5 in this Form 10-Q and Note 5 of the Notes to the Consolidated Financial Statements in our Form 10-K for a more detailed discussion of our derivatives.

Periodically, we enter into financial commodity derivatives, including collar, swap and basis swap agreements, to protect against exposure to commodity price declines. All of our financial derivatives are used for risk management purposes and are not held for trading purposes. Under the collar agreements, if the index price rises above the ceiling price, we pay the counterparty. If the index price falls below the floor price, the counterparty pays us. Under the swap agreements, we receive a fixed price on a notional quantity of natural gas in exchange for paying a variable price based on a market-based index.

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As of June 30, 2025, we had the following outstanding financial commodity derivatives:

	2025				2026								Fair Value Asset (Liability)<br>(In millions)
Oil	Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars														$	52
Volume (MBbl)	5,152		5,152		2,700		2,730		2,760		2,760
Weighted average floor ($/Bbl)	$	61.34	$	61.34	$	56.67	$	56.67	$	56.67	$	56.67
Weighted average ceiling ($/Bbl)	$	79.00	$	79.00	$	70.68	$	70.68	$	70.68	$	70.68
WTI-NYMEX oil swaps														40
Volume (MBbl)	1,748		1,748		900		910		920		920
Weighted average price ($/Bbl)	$	69.18	$	69.18	$	66.14	$	66.14	$	66.14	$	66.14
WTI Midland oil basis swaps														2
Volume (MBbl)	5,520		5,520		1,800		1,820		1,840		1,840
Weighted average differential ($/Bbl)	$	1.02	$	1.02	$	0.95	$	0.95	$	0.95	$	0.95
	2025				2026								Fair Value Asset (Liability)<br>(In millions)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Natural Gas	Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
NYMEX gas collars													$	(23)
Volume (MMBtu)	87,400,000		87,400,000		81,000,000		54,600,000		55,200,000		55,200,000
Weighted average floor ($/MMBtu)	$	3.08	$	3.08	$	3.06	$	3.21	$	3.21	$	3.21
Weighted average ceiling ($/MMBtu)	$	4.88	$	5.66	$	6.39	$	5.76	$	5.76	$	5.76
Transco Leidy gas basis swaps													16
Volume (MMBtu)	18,400,000		18,400,000		—		—		—		—
Weighted average differential ($/MMBtu)	$	(0.70)	$	(0.70)	—		—		—		—
Transco Zone 6 Non-NY gas basis swaps													14
Volume (MMBtu)	18,400,000		18,400,000		—		—		—		—
Weighted average differential ($/MMBtu)	$	(0.49)	$	(0.49)	—		—		—		—
Waha gas basis swaps
Volume (MMBtu)	13,800,000		13,800,000		13,500,000		13,650,000		13,800,000		13,800,000		(3)
Weighted average differential ($/MMBtu)	$	(2.05)	$	(2.05)	$	(1.86)	$	(1.86)	$	(1.86)	$	(1.86)

A significant portion of our expected oil and natural gas production for the remainder of 2025 and beyond is currently unhedged and directly exposed to the volatility in oil and natural gas prices, whether favorable or unfavorable.

During the six months ended June 30, 2025, oil collars with floor prices ranging from $55.00 to $65.00 per Bbl and ceiling prices ranging from $69.55 to $86.02 per Bbl covered 10.1 MMBbls, or 38 percent, of our oil production at a weighted-average price of $66.95 per Bbl. Oil swaps covered 3.4 MMBbls, or 13 percent, of our oil production at a weighted-average price of $69.18 per Bbl. Oil basis swaps covered 12.7 MMBbls, or 47 percent, of our oil production at a weighted-average differential of $1.07 per Bbl.

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During the six months ended June 30, 2025, natural gas collars with floor prices ranging from $2.75 to $3.50 per MMBtu and ceiling prices ranging from $3.40 to $7.00 per MMBtu covered 135.1 Mcf, or 25 percent of our natural gas production at a weighted-average price of $3.55 per MMBtu. Gas basis swaps covered 73.5 Bcf, or 13 percent of natural gas production at a weighted-average differential of $(0.76) per MMBtu.

We are exposed to market risk on financial commodity derivative instruments to the extent of changes in market prices of the related commodity. However, the market risk exposure on these derivative contracts is generally offset by the gain or loss recognized upon the ultimate sale of the commodity. Although notional contract amounts are used to express the volume of oil and natural gas agreements, the amounts that can be subject to credit risk in the event of non-performance by third parties are substantially smaller. Our counterparties are primarily commercial banks and financial service institutions that our management believes present minimal credit risk, and our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. We perform both quantitative and qualitative assessments of these counterparties based on their credit ratings and credit default swap rates where applicable. We have not incurred any losses related to non-performance risk of our counterparties, and we do not anticipate any material impact on our financial results due to non-performance by third parties. However, we cannot be certain that we will not experience such losses in the future.

Interest Rate Risk

As of June 30, 2025, we had total long-term debt of $4.2 billion. Our portfolio of long-term debt includes floating rate debt and fixed-rate instruments. Our revolving credit agreement and term loan borrowings are floating rate debt instruments, which exposes us to the risk of earnings or cash flow losses as the result of potential increases in market interest rates.

There are no “rating triggers” in any of our debt agreements that would accelerate the scheduled maturities. Should our credit rating fall below a certain level, a change in our credit rating could adversely impact our interest rate on any borrowings under our revolving credit agreement and term loan. As of the date hereof, our debt is currently rated as investment grade by the three leading ratings agencies. For more on the impact of credit ratings on our interest rates, see Note 4 of the Notes to the Consolidated Financial Statements in our Form 10-K.

As of June 30, 2025, we had no outstanding balance under our revolving credit agreement and $650 million outstanding borrowings under our term loan. Assuming no change in the amount of floating rate debt outstanding, a hypothetical 100 basis point increase in the average interest rate under our term loan borrowings would have increased our annual interest expense by approximately $3 million. Actual results may vary due to changes in the amount of floating rate debt outstanding.

As of June 30, 2025, we had $3.5 billion outstanding borrowings under fixed-rate debt instruments, which do not carry significant exposure to movements in market interest rates.

Fair Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash, cash equivalents and restricted cash approximate fair value due to the short-term maturities of these instruments.

The fair value of our senior notes is based on quoted market prices. The fair value of our private placement senior notes is based on third-party quotes which are derived from credit spreads for the difference between the issue rate and the period end market rate and other unobservable inputs. The fair value of the borrowing under our term loan approximates the carrying value as the interest rates are variable and reflective of market rates.

The carrying amount and estimated fair value of debt are as follows:

	June 30, 2025				December 31, 2024
(In millions)	Carrying<br>Amount		Estimated Fair<br>Value		Carrying<br>Amount		Estimated Fair<br>Value
Long-term debt	$	4,175	$	4,057	$	3,535	$	3,395

ITEM 4. Controls and Procedures

As of June 30, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to provide

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reasonable assurance with respect to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, of information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

During the quarter ended June 30, 2025, the Company integrated the controls and related procedures of the FME and Avant acquisitions into its internal control over financial reporting and they are now included in the Company’s assessment of the effectiveness of the Company’s internal control over financial reporting.

Other than incorporating the controls and related procedures of the acquired businesses, there were no changes in the Company’s internal control over financial reporting that occurred during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Legal Matters

The information set forth under the heading “Legal Matters” in Note 8 of the Notes to Condensed Consolidated Financial Statements included in this Form 10-Q is incorporated by reference in response to this item.

Governmental Proceedings

From time-to-time, we receive notices of violation from governmental and regulatory authorities, including notices relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines, penalties or both, if fines or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $300,000.

In June 2023, we received a Notice of Violation and Opportunity to Confer (“NOVOC”) from the U.S. Environmental Protection Agency (“EPA”) alleging violations of the Clean Air Act, the Texas State Implementation Plan, the New Mexico State Implementation Plan (“NMSIP”) and certain other state and federal regulations pertaining to Company facilities in Texas and New Mexico. Separately, in July 2023, we received a letter from the U.S. Department of Justice that the EPA has referred this NOVOC for civil enforcement proceedings. In August 2023, we received a second NOVOC from the EPA alleging violations of the Clean Air Act, the NMSIP, and certain other state and federal regulations pertaining to Company facilities in New Mexico. We have exchanged information with the EPA and continue to engage in discussions aimed at resolving the allegations. At this time we are unable to predict with certainty the financial impact of these NOVOCs or the timing of any resolution. However, any enforcement action related to these NOVOCs will likely result in fines or penalties, or both, and corrective actions, which may increase our development costs and operating costs. We believe that any fines, penalties, or corrective actions that may result from these matters will not have a material effect on our financial position, results of operations, or cash flows.

ITEM 1A. Risk Factors

For additional information about the risk factors that affect us, see Item 1A of Part I of our Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchase activity during the quarter ended June 30, 2025 was as follows:

Period	Total Number of Shares Purchased <br>(In thousands)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs<br><br>(In thousands) (1)	Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs<br>(In millions)
April 2025	524	$	24.67	524	$	1,088
May 2025	405	$	24.66	405	$	1,078
June 2025	—	$	—	—	$	1,078
	929			929

_______________________________________________________________________________

(1)    All purchases during the covered periods were made under the share repurchase program, which was approved by our Board of Directors in February 2023 and which authorized the repurchase of up to $2.0 billion of our common stock. The share repurchase program does not have an expiration date. Purchases were made under terms intended to qualify for exemption under Rules 10b-18 and 10b5-1.

ITEM 5. Other Information

Amended and Restated Bylaws

On July 30, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately. The Amended and Restated Bylaws enhance clarity and effect technical and administrative changes to conform to decisions by the

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Delaware Supreme Court and Delaware Court of Chancery since the prior amendment and restatement of the Company’s bylaws. The amendments effected by the Amended and Restated Bylaws, among other things:

•modify the disclosure requirements set forth in the advance notice bylaw provisions, including, without limitation, those relating to information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies, in each case to conform to recent decisions by the Delaware Supreme Court and Delaware Court of Chancery;

•modify certain provisions, including, without limitation, those relating to conduct at stockholders’ meetings and the appointment of a chair to preside thereat;

•provide that, at any meeting of the Board of Directors, a quorum shall consist of a majority of the directors then in office;

•provide that, with respect to committees, a majority of the members of each such committee then in office shall constitute a quorum for the transaction of business; and

•incorporate certain ministerial and conforming changes to provide clarification and consistency.

The foregoing summary of the Amended and Restated Bylaws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this filing and incorporated herein by reference.

Amendment to Amended and Restated Letter Agreement with Thomas E. Jorden

On July 31, 2025, at the recommendation of the Compensation Committee of the Board of Directors, the Company and Thomas E. Jorden entered into an Amendment to Amended and Restated Letter Agreement to extend the term of Mr. Jorden’s employment from October 1, 2026 to the date of the Company’s 2027 annual meeting of stockholders.

The foregoing summary of the Amendment to Amended and Restated Letter Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amendment to Amended and Restated Letter Agreement, a copy of which is filed as Exhibit 10.2 to this filing and incorporated herein by reference.

Trading Plan Arrangements

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. Exhibits

Index to Exhibits

Exhibit<br>Number	Description
3.1	Amended and Restated Certificate of Incorporation of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.1 of Coterra’s Current Report on Form 8-K filed with the SEC on May 2, 2024).
**3.2	Amended and Restated Bylaws of Coterra Energy Inc.
4.1	Certificate of Designations to 8 1⁄8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.3 of Coterra’s Annual Report on Form 10-K filed with the SEC on March 1, 2022).
4.2	Amendment to Certificate of Designations to 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.4 of Coterra’s Annual Report on Form 10-K filed with the SEC on March 1, 2022).
4.3	Amendment to Certificate of Designations to 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.3 of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022).
**10.1	Amendment to Amended and Restated Letter Agreement datedas ofJuly 31, 2025between Coterra Energy Inc. and Thomas E. Jorden.*
**31.1	302 Certification — Chairman, President and Chief Executive Officer.
**31.2	302 Certification — Executive Vice President and Chief Financial Officer.
**32.1	906 Certification.
101.INS	Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Compensatory plan, contract or arrangement.

**    Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COTERRA ENERGY INC.
	(Registrant)
August 5, 2025	By:	/s/ THOMAS E. JORDEN
		Thomas E. Jorden
		Chairman, Chief Executive Officer and President
		(Principal Executive Officer)
August 5, 2025	By:	/s/ SHANNON E. YOUNG III
		Shannon E. Young III
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
August 5, 2025	By:	/s/ TODD M. ROEMER
		Todd M. Roemer
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

46

Document

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF COTERRA ENERGY INC.

Adopted July 30, 2025

INDEX OF AMENDED AND RESTATED BYLAWS

COTERRA ENERGY INC.

Page

Article I MEETINGS OF STOCKHOLDERS 1

Section 1 Annual Meeting of Stockholders................................................................................ 1

Section 2 Special Meetings of Stockholders.............................................................................. 1

Section 3 Place of Stockholders’ Meetings................................................................................ 1

Section 4 Notice of Stockholders’ Meetings, Business and Nominations................................. 1

Section 5 Adjournments and Postponements of Stockholders’ Meetings................................ 14

Section 6 Quorum and Action of Stockholders........................................................................ 14

Section 7 Proxies and Voting.................................................................................................... 15

Section 8 List of Stockholders Entitled to Vote........................................................................ 15

Section 9 Conduct of Stockholders’ Meetings.......................................................................... 16

Section 10 Action by Consent..................................................................................................... 16

Article II BOARD OF DIRECTORS AND BOARD COMMITTEES 18

Section 1 Board of Directors..................................................................................................... 18

Section 2 Powers of the Board of Directors.............................................................................. 18

Section 3 Executive Committee................................................................................................ 18

Section 4 Committees............................................................................................................... 19

Section 5 Meetings of the Board of Directors.......................................................................... 19

Section 6 Quorum and Action of Directors.............................................................................. 19

Section 7 Compensation of Directors....................................................................................... 19

Section 8 Chairman of the Board.............................................................................................. 20

Section 9 Resignation; Removal............................................................................................... 20

Article III OFFICERS 20

Section 1 Officers and Agents.................................................................................................. 20

Section 2 Chief Executive Officer............................................................................................ 20

Section 3 President.................................................................................................................... 21

Section 4 Executive Vice Presidents, Senior Vice Presidents and Vice Presidents................. 21

Section 5 Chief Financial Officer............................................................................................. 21

Section 6 Secretary and Assistant Secretaries.......................................................................... 21

Section 7 Treasurer and Assistant Treasurers.......................................................................... 22

i

Section 8 General Counsel and Assistant General Counsels.................................................... 22

Section 9 Controller.................................................................................................................. 22

Section 10 Resignations and Removals...................................................................................... 23

Section 11 Vacancies.................................................................................................................. 23

Article IV STOCK 23

Section 1 Certificates of Stock.................................................................................................. 23

Section 2 Record Date.............................................................................................................. 24

Section 3 Transfer Books; Record Date................................................................................... 24

Section 4 Loss of Certificates................................................................................................... 24

Article V GENERAL PROVISIONS 25

Section 1 Seal............................................................................................................................ 25

Section 2 Execution of Papers.................................................................................................. 25

Section 3 Fiscal Year................................................................................................................ 25

Section 4 Waiver of Notice...................................................................................................... 25

Section 5 Amendments............................................................................................................. 25

Article VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES 25

Section 1 Right to Indemnification........................................................................................... 25

Section 2 Advancement of Expenses........................................................................................ 26

Section 3 Claims....................................................................................................................... 26

Section 4 Nonexclusivity of Rights.......................................................................................... 26

Section 5 Other Sources............................................................................................................ 26

Section 6 Amendment or Repeal.............................................................................................. 26

Section 7 Other Indemnification and Advancement of Expenses............................................ 27

Article VII EXCLUSIVE FORUM FOR ADJUDICATION OF DISPUTES 27

ii

AMENDED AND RESTATED

BYLAWS

OF

COTERRA ENERGY INC.

(THE “CORPORATION”)

ARTICLE 1

MEETINGS OF STOCKHOLDERS

Section 1 Annual Meeting of Stockholders. The annual meeting of stockholders for the election of directors shall be held at such date and time as the board of directors of the Corporation ( the “Board of Directors”) may designate. Any other proper business may be transacted at the annual meeting

Section 2 Special Meetings of Stockholders. A special meeting of the stockholders may be called at any time only by the chairman of the Board of Directors (the “Chairman”), by the chief executive officer of the Corporation (the “Chief Executive Officer”), by the president of the Corporation (the “President”) or by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3 Place of Stockholders’ Meetings. Annual or special meetings of stockholders shall be held at such place, if any, within or without the State of Delaware as shall be designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that an annual meeting or special meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 4 Notice of Stockholders’ Meetings, Business and Nominations.

(A) Notice of Meetings.

Except as may be otherwise required by applicable law, by the certificate of incorporation of the Corporation (as it may be amended or restated from time to time, the “Certificate of Incorporation”) or by other provisions of these Bylaws, a notice of each meeting of stockholders, stating the place, if any, day and hour thereof, the means of remote communication, if any, by which stockholders and holders of proxies for stockholders may participate in that meeting and be deemed present in person and vote at that meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be given, at least 10 days but no more than 60 days before the date of the meeting, to each stockholder entitled to vote thereat in accordance with Section 232 of the DGCL.

(B) Annual Meetings of Stockholders.

(1)Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors, (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Article I, Section 4 and on the record date for determination of stockholders entitled to vote at such meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Article I, Section 4 or (d) with respect to nominations of persons for election to the Board of Directors, by an Eligible Stockholder (defined below) who meets the requirements of and complies with all of the procedures set forth in Article I, Section 4(E). Clause (c) of the immediately preceding sentence shall be the exclusive means for a stockholder to submit business or proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the notice relating to the meeting given by or at the direction of the Board of Directors and other than nominations of persons for election to the Board of Directors described below) before an annual meeting of stockholders and clauses (c) and (d) of the immediately preceding sentence shall be the exclusive means for a stockholder to make any nomination of persons for election to the Board of Directors at an annual meeting of stockholders. Any business proposed to be brought before an annual meeting by a stockholder of the Corporation must be a proper matter for stockholder action and be properly introduced at such meeting.

(2)For director nominations to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Article I, Section 4(B)(1), in addition to any other applicable requirements, the stockholder must have given timely advance notice thereof in writing to the secretary of the Corporation (the “Secretary”).

Any stockholder’s advance notice to the Secretary pursuant to Article I, Section 4(B)(2), (C) or (E) shall set forth (i) as to each person whom such stockholder proposes to nominate for election to the Board of Directors, (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors of the Corporation in a contested election or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting, to being named in a proxy statement and accompanying proxy card and to serving on the Board of Directors if elected), and (d) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such stockholder and such beneficial owner, or any affiliate or associate thereof, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (ii) as to such stockholder giving the

notice, the beneficial owner, if any, on whose behalf the nomination is made and each proposed nominee, (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other stockholders known by such stockholder to be financially supporting such nomination, (b)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument (defined below) directly or indirectly owned beneficially by such stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such stockholder, beneficial owner or nominee in any security of the Corporation, (5) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder, beneficial owner and nominee that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation, and (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (c) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (d) a representation that such stockholder or beneficial owner, if any, intends or is part of a group that intends (x) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee, (y) otherwise to solicit proxies or votes from stockholders in support of such nomination and (z) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, (e) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder and (f) any other information relating to such stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors of the Corporation in a contested election or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Any such stockholder’s notice to the Secretary shall also include or be accompanied by, with respect to each nominee for election to the Board of Directors, a completed and signed questionnaire, representation and agreement required by the third paragraph of this Article I, Section 4(B)(2). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

To be eligible to be a nominee for election to the Board of Directors, a person must deliver (with respect to a nomination made by a stockholder pursuant to this Article I, Section 4, in accordance with the time periods prescribed for delivery of notice under this Article I, Section 4, or, in the case of a Stockholder Nominee (defined below), the time periods prescribed for delivery of a Notice of Proxy Access Nomination (defined below) under Article I, Section 4(E)) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person (which questionnaire shall be in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(3)For business, other than director nominations (which are governed by Article I, Section 4(B)(2) and Article I, Section 4(E)), to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Article I, Section 4(B)(1), in addition to any other applicable requirements, the stockholder must have given timely notice thereof in writing to the Secretary.

Any stockholder’s advance notice to the Secretary pursuant to this Article I, Section 4(B)(3) shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, together with the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (ii) as to such stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other stockholders known by such stockholder to be financially supporting such business or proposal, (b)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (2) any Derivative Instrument directly or indirectly owned beneficially by such stockholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such stockholder or beneficial owner with respect to any shares of any security of the Corporation, (4) any pledge by such stockholder or beneficial owner of any security of the

Corporation or any short interest of such stockholder or beneficial owner in any security of the Corporation, (5) a description of any agreement, arrangement or understanding with respect to rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder and by such beneficial owner that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation, and (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (c) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iii) any material interest of such stockholder and beneficial owner, if any, in such business or proposal, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (v) a representation that such stockholder or beneficial owner, if any, intends or is part of a group that intends (x) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and (y) otherwise to solicit proxies or votes from stockholders in support of such proposal and (vi) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such stockholder.

(4)To be timely, a stockholder’s notice pursuant to the first paragraph of Article I, Section 4(B)(2) (other than a Notice of Proxy Access Nomination, which must be delivered or mailed to and received at the principal executive offices of the Corporation within the time periods provided in Article I, Section 4(E)) or the first paragraph of Article I, Section 4(B)(3) shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if less than 100 days’ prior notice or public announcement of the scheduled meeting date is given or made, the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made. In no event shall the public announcement of an adjournment, postponement or recess of an annual meeting commence a new time period (or extend any time period) for the giving of timely notice as described above. Notwithstanding anything in the first sentence of this paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no prior notice or public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice to nominate a director required by this Article I, Section 4 (other than a Notice of Proxy Access Nomination, which must be delivered or mailed to and received at the principal executive offices of the Corporation within the time periods provided in Article I, Section 4(E)) shall also be considered timely, but only with respect to nominees for any new

positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made.

(5) A stockholder providing (a) notice of any director nomination proposed to be made at a meeting (including any Notice of Proxy Access Nomination) or (b) notice of business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice other than the representations at Article I, Section 4(B)(2)(ii)(c)-(d) and the representations at Article I, Section 4(B)(3)(iv)-(v) pursuant to this Article I, Section 4 shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the date for the meeting) or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, a stockholder providing a notice described in clause (a) or (b) of the immediately preceding sentence shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Article I, Section 4. For the avoidance of doubt, the obligation to update and supplement as set forth in this Article I, Section 4(B)(5) or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, including, without limitation, any representation required herein, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of stockholders.

(C) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting given by or at the direction of the Board of Directors. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) if, but only if, the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Article I, Section 4 and on the record date for determination of stockholders entitled to vote at such meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Article I, Section 4, including Article I, Section 4(B)(2) hereof. Clause (b) of the immediately preceding sentence shall be the exclusive means for a stockholder to make any nomination of a person or persons for election as a director of the Corporation at a special meeting of stockholders of the Corporation. The number of nominees a stockholder may nominate for election at the special meeting at which directors are to be elected on its own behalf

(or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Article I, Section 4(B)(2) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the 90th day prior to such special meeting; provided, however, that if less than 100 days’ prior notice or public announcement of the scheduled meeting date and of the nominees proposed by the Board of Directors to be elected at such meeting is given or made, notice by such stockholder, to be timely, must be so delivered not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made. In no event shall the public announcement of an adjournment, postponement or recess of a special meeting commence a new time period (or extend any time period) for the giving of timely notice as described above. Nominations pursuant to Article I, Section 4(E) may not be made in connection with any special meeting of the stockholders.

(D) General.

(1)Subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more directors of the Corporation under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, only such persons who are nominated in accordance with the procedures set forth in this Article I, Section 4 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article I, Section 4. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at any meeting of stockholders, the chairman of the meeting (or, in advance of such meeting of stockholders, the Board of Directors) shall have the power and duty to determine whether a nomination or proposed nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Article I, Section 4 and, if any proposed nomination or business is not in compliance with this Article I, Section 4, to so declare, and such defective proposal or nomination shall be disregarded.

(2)For purposes of this Article I, Section 4, (i) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or posted on the Corporation’s website at www.coterra.com and (ii) “affiliates” and “associates” shall have the meanings ascribed thereto under the general rules and regulations under the Exchange Act.

(3)For purposes of this Article I, Section 4, a “Derivative Instrument” shall include any option, warrant, convertible security, stock appreciation right or similar right with an

exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise.

(4)For purposes of this Article I, Section 4, a person shall be deemed to have a short interest in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security.

(5)Notwithstanding the other provisions of this Article I, Section 4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article I, Section 4. Nothing in this Article I, Section 4 shall be deemed to affect any rights (a) of the holders of any series of preferred stock to elect directors if and to the extent provided for in the Certificate of Incorporation or (b) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(6)Notwithstanding the foregoing provisions of this Article I, Section 4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business advanced by such stockholder, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder or beneficial owner (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a‑19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder or beneficial owner provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to

the applicable meeting, reasonable evidence that it or such beneficial owner has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(E) Proxy Access for Director Nominations

(1)Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to the provisions of this Article I, Section 4(E), the Corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by the Board of Directors or any committee thereof, the name, together with the Required Information, of any person or persons, as applicable, nominated for election (the “Stockholder Nominee(s)”) to the Board of Directors by a stockholder or group of not more than 20 stockholders that satisfies the requirements of Article I, Section 4(E)(5) (the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this Article I, Section 4(E) (the “Notice of Proxy Access Nomination”) to have its nominee or nominees, as applicable, included in the Corporation’s proxy materials pursuant to this Article I, Section 4(E). For purposes of this Article I, Section 4(E), the “Required Information” that the Corporation will include in its proxy statement is the information provided to the Secretary concerning the Stockholder Nominee(s) and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement by Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder, and, if the Eligible Stockholder so elects, a written statement, not to exceed 500 words, in support of the candidacy of the Stockholder Nominee(s) (the “Statement”). Notwithstanding anything to the contrary contained in this Article I, Section 4(E), the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes is untrue in any material respect (or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law or regulation. The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Stockholder Nominee.

(2)To be timely for purposes of this Article I, Section 4(E), the Notice of Proxy Access Nomination shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date (as specified in the Corporation’s proxy materials for its immediately preceding annual meeting of stockholders) on which the Corporation first mailed its proxy materials for its immediately preceding annual meeting of stockholders. In no event will an adjournment, postponement or recess of an annual meeting of stockholders or the announcement thereof commence a new time period (or extend any time period) for the giving of a Notice of Proxy Access Nomination as provided above.

(3)The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed 20% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Article I, Section 4(E) (the “Final Proxy Access Nomination Date”), or if such amount is not a whole number, the largest whole number below 20%. In the event that one or more vacancies for any reason occurs on the Board of Directors after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of

Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. Any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Article I, Section 4(E) whom the Board of Directors decides to nominate as a nominee for director shall be counted as one of the Stockholder Nominees for purposes of determining when the maximum number of Stockholder Nominees provided for in this Article I, Section 4(E) has been reached. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Article I, Section 4(E) shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Article I, Section 4(E) exceeds the maximum number of nominees provided for in this Article I, Section 4(E). In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Article I, Section 4(E) exceeds the maximum number of nominees provided for in this Article I, Section 4(E), the highest ranking Stockholder Nominee who meets the requirements of this Article I, Section 4(E) from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order of the number (largest to smallest) of shares of common stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation. If the maximum number is not reached after the highest-ranking Stockholder Nominee who meets the requirements of this Article I, Section 4(E) from each Eligible Stockholder has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached. Notwithstanding anything to the contrary contained in this Article I, Section 4(E), if the Corporation receives notice pursuant to Article I, Section 4(B) that any stockholder intends to nominate for election at such meeting one or more persons (whether or not subsequently withdrawn), no Stockholder Nominees will be included in the Corporation’s proxy materials with respect to such meeting pursuant to this Article I, Section 4(E).

(4)For purposes of this Article I, Section 4(E), an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided, that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or affiliate. For purposes of this Article I, Section 4(E), a stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the

shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which (i) the stockholder has loaned such shares, provided that the stockholder has the power to recall such loaned shares on no more than five business days’ notice or (ii) the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors or any committee thereof.

(5)In order to make a nomination pursuant to this Article I, Section 4(E), an Eligible Stockholder must have owned the Required Ownership Percentage of the Corporation’s outstanding common stock (the “Required Shares”) continuously for the Minimum Holding Period as of both the date the Notice of Proxy Access Nomination is delivered to or mailed to and received by the Secretary in accordance with this Article I, Section 4(E) and the record date for determining the stockholders entitled to vote at the annual meeting and must continue to own the Required Shares through the meeting date. For purposes of this Article I, Section 4(E), the “Required Ownership Percentage” is three percent or more, and the “Minimum Holding Period” is three years. Within the time period specified in this Article I, Section 4(E) for delivering the Notice of Proxy Access Nomination, an Eligible Stockholder must provide the following information in writing to the Secretary: (i) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to or mailed to and received by the Secretary, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date; (ii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act; (iii) the information, representations and agreements that are the same as those that would be required to be set forth in a stockholder’s notice of nomination with respect to each Stockholder Nominee pursuant to Article I, Section 4(B); (iv) the consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected; (v) a representation that the Eligible Stockholder (a) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the corporation, and does not currently have such intent, (b) currently intends to maintain qualifying ownership of the Required Shares through the date of the annual meeting, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (d) agrees to comply with all applicable laws and regulations applicable to the use, if any, of soliciting material and (e) has provided and will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (vi) an undertaking that the Eligible Stockholder agrees to (a) assume all liability stemming from any legal or regulatory violation arising out of the Eligible

Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation and (b) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its directors, officers or employees arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation; and (vii) in the case of a nomination by a group of stockholders that together comprises an Eligible Stockholder, each group member’s agreement designating one group member as the exclusive group member authorized to interact with the Corporation for purposes of this Article I, Section 4(E) on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination.

(6)Within the time period specified in this Article I, Section 4(E) for delivering the Notice of Proxy Access Nomination, each Stockholder Nominee must deliver to the Secretary the questionnaire, representations, agreements and other information required by Article I, Section 4(B).

(7)In the event that any information or communications provided by the Eligible Stockholder or any Stockholder Nominees to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood that providing any such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a Stockholder Nominee from its proxy materials as provided in this Article I, Section 4.

(8)The Corporation shall not be required to include, pursuant to this Article I, Section 4(E), a Stockholder Nominee in its proxy materials for any meeting of stockholders (i) for which the Secretary receives a notice that a stockholder has nominated (whether or not subsequently withdrawn) such Stockholder Nominee for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for director set forth in Article I, Section 4(B), (ii) if the Eligible Stockholder that has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (iii) if the Stockholder Nominee is or becomes a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director, if elected, that has not been disclosed to the Corporation by the Stockholder Nominee pursuant to Article I, Section 4(E)(6), (iv) who is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case as determined by the Board of Directors, (v) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation,

the rules and listing standards of the principal U.S. exchanges upon which the common stock of the Corporation is traded, or any applicable state or federal law, rule or regulation, (vi) who is or has been, within the past fiscal year, an officer or director of a competitor, as defined for purposes of Article I, Section 8 of the Clayton Antitrust Act of 1914, as amended, (vii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years, (viii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act, (ix) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof or (x) if the Eligible Stockholder or applicable Stockholder Nominee fails to comply with its obligations pursuant to this Article I, Section 4(E).

(9)Notwithstanding anything to the contrary set forth herein, at any annual meeting of stockholders, the chairman of such annual meeting of stockholders (or, in advance of such annual meeting, the Board of Directors) shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Stockholder Nominee(s) or the applicable Eligible Stockholder shall have breached its or their obligations under this Article I, Section 4(E), as determined by the Board of Directors or such chairman of the meeting or (ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting of stockholders to present any nomination pursuant to this Article I, Section 4(E).

(10)Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting or (ii) does not receive at least 25% of the votes cast in favor of such Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Article I, Section 4(E) for the next two annual meetings. For the avoidance of doubt, this Article I, Section 4(E) shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to and in accordance with Article I, Section 4(B).

(11)Whenever the Eligible Stockholder consists of a group of more than one stockholder, each provision in this Article I, Section 4(E) that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other requirements or conditions (including without limitation the Minimum Holding Period) shall be deemed to require that each stockholder that is a member of such group to provide such written statements, representations, undertakings, agreements or other instruments and to meet such other requirements or conditions; provided, however, that the Required Ownership Percentage shall apply to the ownership of the group in the aggregate. In addition, a group of any two or more funds that are under common management and investment control shall be treated as one stockholder for purposes of forming a group to qualify as an Eligible Stockholder. No person may be a member of more than one group of stockholders constituting an Eligible Stockholder with respect to any annual meeting.

(12)This Article I, Section 4(E) shall be the exclusive method for stockholders to include nominees for director in the Corporation’s proxy materials (including, without limitation, any proxy card or written ballot, other than with respect to Rule 14a-19 of the Exchange Act to the extent applicable with respect to form of proxies).

Section 5 Adjournments and Postponements of Stockholders’ Meetings.

Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting from time to time, and for any reason, to reconvene at the same or some other place, if any, and, except as required by applicable law, notice need not be given of any such reconvened meeting if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders and holders of proxies for stockholders may be deemed present in person and vote at that reconvened meeting are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the DGCL. At the reconvened meeting the Corporation may transact any business it might have transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment the Board of Directors fixes a new record date for the meeting to be reconvened, the Corporation will give, in accordance with Article I, Section 4(A), notice of the reconvened meeting to each stockholder of record and entitled to vote at the reconvened meeting.

The Board of Directors may, at any time prior to the holding of a meeting of stockholders, annual or special, and for any reason, cancel, postpone, or reschedule such meeting by public announcement made prior to the time previously scheduled for such meeting of stockholders.

Section 6 Quorum and Action of Stockholders.

At any meeting of the stockholders, the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except in any case where a larger quorum is required by applicable law, by the Certificate of Incorporation or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. In any case, any meeting may be adjourned from time to time, whether or not a quorum is present, by the chairman of the meeting or stockholders so present by the affirmative vote of the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereon, present in person or represented by proxy.

Each director shall be elected by the affirmative vote of the holders of the majority of the votes cast at a meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting for which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary as of the 10th day preceding the date the Corporation first mails or delivers its notice of meeting for such meeting to stockholders. For purposes of this paragraph, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds the number of shares voted “against” such director’s election. Votes cast shall exclude abstentions and broker non-votes with respect to that director’s election.

The Board of Directors shall have the power to establish procedures with respect to the resignation of continuing directors who are not reelected as provided above.

When a quorum is present at any meeting, any question brought before the meeting, other than in an election of directors as provided for above, shall be decided by the affirmative vote of the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereon, present in person or represented by proxy, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter.

Section 7 Proxies and Voting.

Except as otherwise may be provided in the Certificate of Incorporation and subject to the provisions of Article IV, Section 2 of these Bylaws, each stockholder at every meeting of the stockholders shall be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 8 List of Stockholders Entitled to Vote.

The Corporation shall prepare or cause to be prepared, no later than the 10th day before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of such meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. The original or duplicate stock ledger shall conclusively list and identify the stockholders entitled to examine such list or to vote in person or by proxy at any meeting of stockholders.

Section 9 Conduct of Stockholders’ Meetings.

At every meeting of stockholders, the Chairman, or, if a chairman has not been appointed or is absent, the Chief Executive Officer, or if no Chief Executive Officer is then serving or is absent, the President, or, if no President is then serving or is absent, any vice president of the Corporation (a “Vice President”), or, if no Vice President is then serving or all are absent, a director or officer of the Corporation chosen by the Board of Directors, shall act as chairman of the meeting. The Chairman may appoint the Chief Executive Officer as chairman of the meeting. The Secretary, or, in his or her absence, an assistant secretary of the Corporation (“Assistant

Secretary”) or other officer or other person directed to do so by the chairman of the meeting, shall act as secretary of the meeting.

To the extent not in conflict with the provisions of applicable law relating thereto, the Certificate of Incorporation or these Bylaws, the Board of Directors may adopt by resolution such rules and regulations for the conduct of meetings of stockholders as it deems appropriate. Except to the extent inconsistent with those rules and regulations, if any, the chairman of any meeting of stockholders will have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting and prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of that chairman, are appropriate for the proper conduct of that meeting. Those rules, regulations or procedures, by whomever so adopted, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record, their duly authorized and constituted proxies or such other persons as the chairman of the meeting may determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot; and (vi) restrictions on the use of audio or video recording devices at the meeting. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, the chairman of the meeting of stockholders (or, in advance of such meeting of stockholders, the Board of Directors) shall have the power and duty to determine whether any matter or business proposed to be brought before the meeting was proposed, as the case may be, in accordance with applicable law, the Certificate of Incorporation or these Bylaws and, if any matter or business is not in compliance with applicable law, the Certificate of Incorporation or these Bylaws, to so declare, and such defective matter or business shall be disregarded. Except to the extent the Board of Directors or the chairman of any meeting otherwise prescribes, no rules or parliamentary procedure will be required to govern any meeting of stockholders.

Section 10 Action by Consent.

(A)     Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with Delaware law.

(B)     In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of

Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such 10 day period on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Delaware law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(C)    In the event of the delivery, in the manner provided by this Article I, Section 10, to the Corporation of the requisite consent or consents to take corporate action or any related revocation or revocations, the Corporation may engage independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. If such independent inspectors are engaged, for the purpose of permitting the inspectors to perform such review, no action by consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Article I, Section 10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Article I, Section 10(C) shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

ARTICLE II

BOARD OF DIRECTORS AND BOARD COMMITTEES

Section 1 Board of Directors. The number of directors which constitute the whole Board of Directors shall be neither less than three nor more than 15. Within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided elsewhere in these Bylaws, and each director elected shall hold office until a successor is elected and qualified, or until he or she sooner dies, resigns or is removed. Directors need not be stockholders. Newly-created directorships resulting from any increase in the authorized number of directors and vacancies on the Board of Directors shall be filled by the Board of Directors, by vote of a majority of the directors then in office though less than a quorum or by the sole remaining director, or may be filled, at the discretion of the Board of Directors, by an election at a meeting of stockholders held for that purpose, and each director so chosen shall hold office until the next annual meeting of the stockholders and until such director’s successor is elected and qualified. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 2 Powers of the Board of Directors. The Board of Directors shall have and may exercise all the powers of the Corporation, except such as are conferred exclusively upon the stockholders by applicable law or by the Certificate of Incorporation.

Section 3 Executive Committee.

The Board of Directors may from its own number designate an executive committee of the Board of Directors, to consist of not less than two members. The Chairman and the Chief Executive Officer, if also a director, shall each be an ex officio member of the executive committee.

Such executive committee shall, to the extent permitted by law, be vested with all the power and authority to the Board of Directors in the management of the business and affairs of the Corporation to take any action which the Board of Directors itself could take with respect to the conduct and management of the business of the Corporation, as well as authorizing the seal of the Corporation to be affixed to all papers which may require it.

If an executive committee is designated, each member of such executive committee shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed, or becomes disqualified by ceasing to be a director.

A majority of the members of the executive committee then in office shall constitute a quorum for the transaction of business. The executive committee may make rules not inconsistent herewith for the holding and conducting of its meetings, but unless otherwise provided in such rules, its meetings shall be held and conducted in the same manner, as nearly as may be, as is provided in these Bylaws for meetings of the Board of Directors. The Board of Directors shall have power and authority to rescind any vote or resolution of the executive committee, but no such rescission shall have retroactive effect. In the absence or disqualification of a member of the executive committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 4 Committees. The Board of Directors may at any time and from time to time, by resolution, appoint, designate, change the membership of or terminate the existence of one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Each such committee shall have such name as may be determined from time to time by resolution adopted by the Board of Directors and shall have and may exercise such powers of the Board of Directors in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which may require it, as may be permitted by law and determined from time to time by resolution. A majority of the members of each such committee then in office shall constitute a quorum for the transaction of business. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or

not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 5 Meetings of the Board of Directors.

Regular meetings of the Board of Directors may be held without call or formal notice at such places, if any, either within or without the State of Delaware and at such times as the Board of Directors may from time to time determine. A regular meeting of the Board of Directors may be held without call or formal notice immediately after and at the same place, if any, as the annual meeting of the stockholders.

Special meetings of the Board of Directors may be held at any time and at any place, if any, either within or without the State of Delaware when called by the Chairman, the Chief Executive Officer, the President, the chief financial officer of the Corporation (the “Chief Financial Officer”) or two or more directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least 24 hours before the special meeting.

Section 6 Quorum and Action of Directors. At any meeting of the Board of Directors, a quorum shall consist of a majority of the directors then in office. When a quorum is present at any meeting, the votes of a majority of the directors present shall decide any questions brought before such meeting, except in any case where a larger vote is required by applicable law, by the Certificate of Incorporation or by these Bylaws.

Section 7 Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be paid like compensation for attending committee meetings.

Section 8 Chairman of the Board. The Board of Directors may elect from among its members a Chairman of the Board. Subject to Article I, Section 9 of these Bylaws, the Chairman shall preside at all meetings of the stockholders and of the Board of Directors at which the Chairman is present.

Section 9 Resignation; Removal. Any director may resign at any time by delivering his or her resignation in writing or by electronic transmission to the Chairman, the Lead Independent Director (defined below), the Chief Executive Officer, the President or the Secretary. Such resignation shall take effect at the time stated in the resignation, or if no time be so stated therein, immediately upon its delivery, and without the necessity of its being accepted unless the resignation shall so state. The stockholders may remove any director from office with or without cause, by the affirmative vote of the holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote at an election of directors.

ARTICLE III

OFFICERS

Section 1 Officers and Agents.

The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer (defined below) and such other officers as the Board of Directors shall deem necessary or appropriate, which may include, without limitation a Chief Financial Officer, one or more executive vice presidents of the Corporation (each, an “Executive Vice President”), senior vice presidents of the Corporation (each, a “Senior Vice President”), a General Counsel (defined below) and Assistant General Counsels (defined below), a Controller (defined below) and assistant controllers, Assistant Secretaries, and assistant treasurers of the Corporation (each, an “Assistant Treasurer”). Two or more offices may be held by the same person.

The Board of Directors at its first meeting after each annual meeting of stockholders or at such other time as determined by the Board of Directors shall appoint the officers of the Corporation, of whom only the Chief Executive Officer must be a board member. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in these Bylaws, a resolution by the Board of Directors or, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Any vacancies occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 2 Chief Executive Officer. The Chief Executive Officer shall perform all duties commonly incident to his or her office and shall perform such other duties as the Board of Directors shall from time to time designate. The Chief Executive Officer, in addition to his or her other duties, shall have general and active management authority of corporate business and shall ensure that all orders and resolutions of the Board of Directors are carried into effect.

Section 3 President. The President shall have such duties and powers as shall be designated from time to time by the Chief Executive Officer or the Board of Directors. The President shall have all the powers and shall discharge all the duties of the Chief Executive Officer during his or her absence or his or her inability or incapacity to act. The President shall have general responsibility for the daily operations of the Corporation and shall have such duties and powers as shall be designated from time to time by the Chief Executive Officer or the Board of Directors.

Section 4 Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Any Executive Vice President, any Senior Vice President or, if they are not available, any available Vice President (in each case, in the order as determined by the Board of Directors), shall have all the powers and shall discharge all the duties of the President during his or her absence or his or her inability or incapacity to act, and each such Executive Vice President, Senior Vice President or Vice President shall further have such powers and discharge such duties as are imposed upon them by these Bylaws or may be from time to time conferred or imposed upon them by the Chief Executive Officer, the President or the Board of Directors.

Section 5 Chief Financial Officer. The Chief Financial Officer, if such officer is appointed, or if not, the treasurer of the Corporation (the “Treasurer”), shall be responsible for developing, recommending and implementing financial policies of the Corporation and shall have general responsibility for protecting the Corporation’s financial position. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses capital, retained earnings and shares. The Chief Financial Officer shall further have such powers and discharge such duties as are imposed upon him or her by these Bylaws or may be from time to time conferred or imposed upon him or her by the Chief Executive Officer, the President or the Board of Directors.

Section 6 Secretary and Assistant Secretaries.

The Secretary or an Assistant Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and its committees and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors and its committees in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Chief Executive Officer, the President or by the Board of Directors, under whose supervision the Secretary shall work. The Secretary shall keep in safe custody the seal of the Corporation and when authorized by the Chief Executive Officer, the President, the Board of Directors, or these Bylaws, affix the same to any instrument requiring it and, when so affixed, the Secretary or an Assistant Secretary shall attest the seal by signing his or her name to the sealed document. The Secretary shall be responsible for the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the direction of the Secretary).

The Assistant Secretary, or if there are more than one, the Assistant Secretaries, in the order determined by the Secretary, shall in the absence or disability of the Secretary perform the duties and exercise the powers of the Secretary, and shall perform such other duties and have such other powers as the Chief Executive Officer, the President, the Board of Directors and the Secretary may from time to time prescribe.

Section 7 Treasurer and Assistant Treasurers.

The Treasurer shall have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate account of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall invest surplus funds, if any, in such investments as the Treasurer shall deem appropriate in consultation with the Chief Executive Officer or Chief Financial Officer, as applicable, and pursuant to this authority may buy and sell securities on behalf of the Corporation from time to time. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer or such other officer as the Chief Executive Officer may from time to time designate, taking proper vouchers for such disbursements. The Treasurer shall work under the supervision of the Chief Financial Officer if the Board of Directors has appointed such an officer.

The Assistant Treasurer, if any, (or there are more than one, the Assistant Treasurers, in the order determined by the Treasurer) shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as Chief Executive Officer, the President, the Board of Directors and the Treasurer may from time to time prescribe and shall be responsible to and shall report to the Treasurer.

Section 8 General Counsel and Assistant General Counsels.

The general counsel of the Corporation (the “General Counsel”), if the Board of Directors appoints such an officer, shall be the chief legal officer of the Corporation. The General Counsel shall further have such powers and discharge such duties as are imposed upon him or her by these Bylaws or may be from time to time conferred or imposed upon him or her by the Chief Executive Officer, the President or the Board of Directors.

The assistant general counsel of the Corporation (each, an “Assistant General Counsel”), or, if there are more than one, the Assistant General Counsels, shall, in the order determined by the General Counsel, in the absence or disability of the General Counsel, perform his or her duties and exercise his or her powers and shall perform such other duties and have such other powers as the Chief Executive Officer, the President, the Board of Directors or the General Counsel may from time to time prescribe.

Section 9 Controller.

The controller of the Corporation (the “Controller”), if the Board of Directors elects such an officer, shall be the chief accounting officer of the Corporation, shall keep its books of account and accounting records, and shall oversee the Corporation’s accounting policies and procedures. The Controller shall work under the supervision of the Chief Financial Officer. The Controller shall further have such powers and discharge such duties as are imposed upon him or her by these Bylaws or may be from time to time conferred or imposed upon him or her by the Chief Executive Officer, the President, the Chief Financial Officer, or the Board of Directors.

The assistant controller of the Corporation, if any, shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller, and shall perform such other duties and have such other powers as the Chief Executive Officer, the President, the Board of Directors, the Chief Financial Officer or the Controller may from time to time prescribe, and shall be responsible to and shall report to the Controller.

Section 10 Resignations and Removals.

Any officer may resign at any time by delivering his or her resignation in writing or by electronic transmission to the Chairman, the Chief Executive Officer, the President or the Secretary. Such resignation shall take effect at the time stated in the resignation, or if no time be so stated therein, immediately upon its delivery, and without the necessity of its being accepted unless the resignation shall so state.

The Board of Directors may at any time, by vote of a majority of the directors then in office (so long as a quorum is present), remove from office the Chief Executive Officer, the President, any Executive Vice President, and Senior Vice President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary, the General Counsel or the Controller. Any other officer, agent or employee may be removed from office, agency or employment by (i) the Board of Directors, or (ii) in the case of any officer, agent or employee not appointed to his or her position by the Board of Directors or any duly authorized committee thereof, by any officer upon whom such power may be conferred by the Board of Directors.

Section 11 Vacancies. If the office of any officer becomes vacant, by reason of death, resignation, removal, disqualification or otherwise, a successor may be appointed by the Board of Directors. Each such successor shall hold office for the unexpired term of office to which such successor was appointed, and until his or her successor shall be appointed and qualified, or until he or she sooner dies, resigns, is removed or replaced or becomes disqualified.

ARTICLE IV

STOCK

Section 1 Certificates of Stock. Shares of capital stock of the Corporation may be certificated or uncertificated, as permitted by applicable law. Every holder of capital stock in the Corporation represented by certificates shall be entitled to have a certificate, signed by or in the name of the Corporation, by any two authorized officers of the Corporation (it being understood that the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary shall be an authorized officer for such purpose), certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on such certificate may be a facsimile copy, engraved, stamped or printed. In case any officer, transfer agent or registrar who shall have signed, or whose signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer, transfer agent or registrar before such certificate or certificates are issued, such certificate or certificates may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 2 Record Date for Stockholders’ Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix in advance a date, which record date shall not precede the date upon which the resolutions fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before the date of any meeting of stockholders. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

Section 3 Record Date for Other Lawful Action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (other than determining stockholders entitled to express consent to corporate action without a meeting which is addressed in Article I, Section 10 of these Bylaws), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4 Loss of Certificates. In the case of a certificate that is alleged to be lost, stolen or destroyed, the Corporation may issue a new certificate or uncertificated shares (if applicable) in place thereof and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V

GENERAL PROVISIONS

Section 1 Seal. The corporate seal of the Corporation shall, subject to alteration by the Board of Directors, consist of a flat-faced circular die with the word “Delaware”, together with the name of the Corporation and the year of its organization, cut or engraved thereon. The corporate seal of the Corporation may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 2 Execution of Papers. Unless the Board of Directors generally or in particular cases authorizes the execution thereof in some other manner, all deeds, leases, transfers, sales of securities, contracts, proxies, bonds, notes, checks, drafts and other obligations, agreements and

undertakings made, accepted or endorsed by the Corporation, shall be signed by the Chief Executive Officer, the President or by one of the Vice Presidents (including any Executive Vice President or Senior Vice President), and, if such papers require a seal, the seal of the Corporation shall be affixed thereto and attested by the Secretary or an Assistant Secretary.

Section 3 Fiscal Year. Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the Corporation shall commence on the first day of January of each year.

Section 4 Waiver of Notice. Whenever any notice is required to be given by applicable law or under the provisions of the Certificate of Incorporation or of these Bylaws, a waiver of notice, given by the person or persons entitled to such notice shall be deemed to satisfy such notice requirement, whether such waiver was given before or after the meeting or other event for which notice is waived. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any annual or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section 5 Amendments. These Bylaws may be altered, amended or repealed by (i) the affirmative vote of the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation or (ii) the Board of Directors, provided that such amendments are not inconsistent with the Certificate of Incorporation or the DGCL.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, regulatory, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, non-profit entity, or other enterprise, including service with respect to employee benefit plans sponsored by the Corporation or such other corporation, partnership, joint venture, trust, non-profit entity, or enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Article VI, Section 3, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 2 Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

Section 3 Claims. If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense (including attorneys’ fees) of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5 Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, non-profit entity or other enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, non-profit entity or other enterprise.

Section 6 Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising under these Bylaws shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought.

Section 7 Other Indemnification and Advancement of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII

EXCLUSIVE FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or these Bylaws or the Certificate of Incorporation of the Corporation (as either may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine or asserting an “internal corporate claim” (as that term is defined in Section 115 of the DGCL) (any action, proceeding or claim described in clauses (i) through (iv) being referred to as a “Covered Action”) shall, to the fullest extent permitted by applicable law, be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the U.S. Federal District Court for the District of Delaware).

If any Covered Action is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article VII (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Unless the Corporation consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VII.

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Document

Exhibit 10.1

AMENDMENT TO

AMENDED AND RESTATED LETTER AGREEMENT

July 31, 2025

WHEREAS, Coterra Energy Inc., a Delaware corporation (the “Company”), and Thomas E. Jorden (“Executive”) entered into that certain Amended and Restated Letter Agreement dated as of September 19, 2023 regarding the terms of Executive’s employment with the Company (the “Employment Letter Agreement”);

WHEREAS, the Company and Executive desire to amend the Employment Letter Agreement as set forth in this Amendment to Amended and Restated Letter Agreement (the “Amendment”);

NOW, THEREFORE, for good and valuable consideration, the Company and Executive mutually agree that the Employment Letter Agreement is amended, effective immediately upon execution of this Amendment, as follows:

1.Incorporation by Reference. All provisions of the Employment Letter Agreement shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Amendment.

2.Employment Period; Severance Compensation Agreement. References to “October 1, 2026” in each of Section 1 and Section 3 of the Employment Letter Agreement shall be deleted and each such reference shall be replaced with the following:

“the date of the Company’s 2027 annual meeting of stockholders”

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, and Executive have caused this Amendment to be executed.

COTERRA ENERGY INC.
By:	/s/ Adam M. Vela
	Adam M. Vela
	Senior Vice President and General Counsel
Date:	July 31, 2025
EXECUTIVE
By:	/s/ Thomas E. Jorden
	Thomas E. Jorden
	Chairman, Chief Executive Officer & President
Date:	July 31, 2025

Document

EXHIBIT 31.1

I, Thomas E. Jorden, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coterra Energy Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ THOMAS E. JORDEN
Thomas E. Jorden
Chief Executive Officer and President

Document

EXHIBIT 31.2

I, Shannon E. Young III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coterra Energy Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

/s/ SHANNON E. YOUNG III
Shannon E. Young III
Executive Vice President and Chief Financial Officer

Document

EXHIBIT 32.1

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the “Act”), each of the undersigned, Thomas E. Jorden, Chief Executive Officer of Coterra Energy Inc., a Delaware corporation (the “Company”), and Shannon E. Young III, Chief Financial Officer of the Company, hereby certify that, to his knowledge:

(1)    the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 5, 2025

/s/ THOMAS E. JORDEN
Thomas E. Jorden
Chief Executive Officer
/s/ SHANNON E. YOUNG III
Shannon E. Young III
Chief Financial Officer