CTRA / Coterra Energy Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 reg

Amended and Restated Bylaws of Coterra Energy Inc.

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...................................................

mendment to Amended and Restated Letter Agreement dated

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 a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2025 COTERRA ENERGY INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

Operational Data

News Release Coterra Energy Reports Second-Quarter 2025 Results, Announces Quarterly Dividend, and Provides Guidance Update HOUSTON, August 4, 2025 - Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 21, 2025 COTERRA ENERGY INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 21, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Nu

(a) Form of Restricted Stock Unit Award Agreement. **

Exhibit 10.4(a) COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (“Agreement”), made as of (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is expressly subject to the terms and pro

(b) Form of Performance Stock Unit Award Agreement. **

Exhibit 10.4(b) COTERRA ENERGY INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Award Agreement (“Agreement”), made as of (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is expressly subject to the terms and p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 March 31, 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 re

Operational Data

News Release Coterra Energy Reports First-Quarter 2025 Results, Announces Quarterly Dividend, and Provides Guidance Update HOUSTON, May 5, 2025 - Coterra Energy Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 5, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 30, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.             )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.             ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 3, 2025 COTERRA ENERGY INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 3, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Nu

Coterra Energy Announces Planned Executive Retirements

EXHIBIT 99.1 Coterra Energy Announces Planned Executive Retirements HOUSTON, March 6, 2025 - Coterra Energy Inc. (NYSE: CTRA) (“Coterra” or the “Company”) today announced the planned retirements of two executive officers of the Company, Stephen P. Bell, Executive Vice President—Business Development, and Todd M. Roemer, Vice President and Chief Accounting Officer. Mr. Bell intends to retire in late

Description of Securities Registered Pursuant to Section 12 of Securities Exchange Act o

Exhibit 4.1 Description of Capital Stock General As of December 31, 2024, our authorized capital consisted of: •1,800,000,000 shares of common stock, par value $0.10 per share (“common stock”), of which approximately 764,151,477 were outstanding, and •5,000,000 shares of preferred stock, par value $0.10 per share (“preferred stock”), issuable in series, of which no shares were issued and outstandi

Policy for the Recovery of Erroneously Awarded Compensation.

Exhibit 97 POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Adopted November 3, 2023 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number 1-10447 COTERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 incorporation or organization)

, but effective for all purposes as of November 12, 2024, by and among Franklin Mountain Energy Holdings, LP, Franklin Mountain Energy Holdings 2, LP, and Franklin Mountain GP2, LLC, as sellers, solely in its capacity as Seller Representative, Franklin Mountain Energy Holdings, LP, Cimarex Energy Co., as purchaser, and Coterra Energy Inc., as purchaser parent.

Exhibit 10.21 Execution Version CLOSING AGREEMENT AND SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Closing Agreement and Second Amendment to Membership Interest Purchase Agreement (this “Amendment”) is dated as of January 27, 2025 (the “Amendment Date”) but is effective for all purposes as of November 12, 2024 (the “Execution Date”) and is entered into by and among Franklin Moun

Registration Rights Agreement, dated as of January 27, 2025, among Coterra Energy Inc., and the Stockholders party thereto

Exhibit 10.22 Execution Version STRICTLY CONFIDENTIAL REGISTRATION RIGHTS AGREEMENT among COTERRA ENERGY INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of January 27, 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS........................................................................................................... 1 Section 1.1 Definitions..................................................

Coterra Energy Inc. Insider Trading Policy and Procedures approved October 30, 2024

Exhibit 19 COTERRA ENERGY INC. INSIDER TRADING POLICY AND PROCEDURES (APPROVED OCTOBER 30, 2024) I. General Policy: The United States securities laws prohibit persons from trading on material information that has not been made public. No director, officer or employee (nor anyone acting on such person’s behalf) who is aware of material information relating to Coterra Energy Inc. (the “Company” or “

DeGolyer and MacNaughton Report for 2024.

EXHIBIT 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas75244 February 3, 2025 Coterra Energy Inc. Three Memorial City Plaza 840 Gessner Road Suite 1400 Houston, Texas 77024 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2024, of the estimated net proved oil, condensate, natural gas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 24, 2025 COTERRA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 24, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

Subsidiaries of Coterra Energy Inc.

Exhibit 21.1 SUBSIDIARIES OF COTERRA ENERGY INC. Coterra Energy Operating Co (formerly Cimarex Energy Co.) Magnum Hunter Production, Inc.

Operational Data

News Release Coterra Energy Reports 2024 Results, Provides 2025 Guidance and Updated Three-Year Outlook, and Announces Dividend Increase HOUSTON, February 24, 2025 - Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 19, 2025 COTERRA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 19, 2025 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

Dan O. Dinges and Robert S. Boswell to Retire from Coterra Energy Board of Directors

EXHIBIT 99.1 Dan O. Dinges and Robert S. Boswell to Retire from Coterra Energy Board of Directors Coterra Energy Inc. (“Coterra” or the “Company”) (NYSE: CTRA) today announced that Dan O. Dinges and Robert S. Boswell plan to retire from the Board of Directors at the end of their current term and not stand for re-election at Coterra’s 2025 annual meeting of stockholders. Mr. Dinges served as Chairm

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Coterra Energy Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) un

First Amendment to Membership Interest Purchase Agreement, dated as of December 28, 2024, but effective for all purposes as of November 12, 2024, by and among Franklin Mountain Energy Holdings, LP, Franklin Mountain Energy Holdings 2, LP, and Franklin Mountain GP2, LLC, as sellers, solely in its capacity as Seller Representative, Franklin Mountain Energy Holdings, LP, Cimarex Energy Co., as purchaser, and Coterra Energy Inc., as purchaser parent

  Exhibit 10.2   Execution Version   FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT   This First Amendment to Membership Interest Purchase Agreement (this “Amendment”) is dated as of December 28, 2024 (the “Amendment Date”) but is effective for all purposes as of November 12, 2024 (the “Execution Date”) and is entered into by and among Franklin Mountain Energy Holdings, LP, a Delaware l

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2024 COTERRA ENERGY INC.

Third Supplemental Indenture, dated as of December 17, 2024, by and between Coterra Energy Inc. and U.S. Bank Trust Company, National Association, as trustee

  Exhibit 4.2   COTERRA ENERGY INC.   AND   U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,   as Trustee   5.40% Senior Notes due 2035   5.90% Senior Notes due 2055       THIRD SUPPLEMENTAL INDENTURE   Dated as of December 17, 2024   to the   INDENTURE   Dated as of October 7, 2021             TABLE OF CONTENTS   Page   Article I SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES 2     Section 1.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 17, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 10, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

10.1 Credit Agreement, dated as of December 10, 2024, Toronto Dominion (Texas) LLC, as Administrative Agent, and the Lenders and Issuing Banks party thereto.

Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT dated as of December 10, 2024 among COTERRA ENERGY INC., as Borrower, TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, and The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC and TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CHASE BANK, N.A. and PNC BANK, NATIONAL ASSOCIATI

Joint Book-Running Managers

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(2)  Registration Statement No. 333-282949 PROSPECTUS SUPPLEMENT (To prospectus dated November 1, 2024) $1,500,000,000 COTERRA ENERGY INC. $750,000,000 5.40% Senior Notes due 2035 $750,000,000 5.90% Senior Notes due 2055 We are offering $750,000,000 aggregate principal amount of our 5.40% Senior Notes due 2035 (the “2035 notes”) and $750,000,000 aggr

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Coterra Energy Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 3, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

Underwriting Agreement, dated December 3, 2024, among Coterra Energy Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule 1 thereto.

Exhibit 1.1 $1,500,000,000 COTERRA ENERGY INC. 5.40% Senior Notes due 2035 5.90% Senior Notes due 2055 Underwriting Agreement December 3, 2024 J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 PNC Capital Markets LLC The Tower at PNC Plaza 300 Fifth Avenue Pittsburgh, PA 15222 TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, NY 10017 As Representatives of the severa

Coterra Energy Inc. 5.40% Senior Notes due 2035 5.90% Senior Notes due 2055

Filed Pursuant to Rule 433 Registration No. 333-282949 December 3, 2024 Pricing term sheet dated December 3, 2024 to Preliminary Prospectus Supplement dated December 3, 2024 (the “Preliminary Prospectus Supplement”) Coterra Energy Inc. $1,500,000,000 5.40% Senior Notes due 2035 5.90% Senior Notes due 2055 The information in this pricing term sheet supplements the Preliminary Prospectus Supplement

Joint Book-Running Managers

424B5 1 tm2429739-1424b5.htm 424B5 TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 COTERRA ENERGY IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 COTERRA ENERGY INC.

Purchase and Sale Agreement, dated as of November 12, 2024, by and among Avant Natural Resources, LLC, Avant Operating, LLC, Guard Income Fund, LP, Double Cabin Minerals, LLC, Legion Water Services, LLC, and Legion Production Partners, LLC, as sellers, and Cimarex Energy Co., as buyer

Exhibit 10.2 Execution Version Purchase and Sale Agreement Dated November 12, 2024, By and Among Avant Natural Resources, LLC, Avant Operating, LLC, Guard Income Fund, LP, Double Cabin Minerals, LLC, Legion Water Services, LLC, and Legion Production Partners, LLC, as Sellers, And Cimarex Energy Co., as Buyer TABLE OF CONTENTS Page Article 1 SALE AND TRANSFER OF ASSETS; CLOSING 1 Section 1.1 Assets

Membership Interest Purchase Agreement, dated as of November 12, 2024, by and among Franklin Mountain Energy Holdings, LP, Franklin Mountain Energy Holdings 2, LP, and Franklin Mountain GP2, LLC, as sellers, solely in its capacity as Seller Representative, Franklin Mountain Energy Holdings, LP, Cimarex Energy Co., as purchaser, and Coterra Energy Inc., as purchaser parent.

Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG FRANKLIN MOUNTAIN ENERGY HOLDINGS, LP, FRANKLIN MOUNTAIN ENERGY HOLDINGS 2, LP, AND FRANKLIN MOUNTAIN GP2, LLC, AS SELLERS, CIMAREX ENERGY CO., AS PURCHASER, COTERRA ENERGY INC., AS PURCHASER PARENT, AND FRANKLIN MOUNTAIN ENERGY HOLDINGS, LP, AS SELLER REPRESENTATIVE DATED AS OF November 12, 2024 1 TABLE OF CONTENTS

CTRA / Coterra Energy Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Coterra Energy Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) un

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2024 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 o

Filing Fee Table.

Calculation of Filing Fee Tables S-3 Coterra Energy Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

 As filed with the Securities and Exchange Commission on November 1, 2024

TABLE OF CONTENTS  As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Statement of Eligibility of Trustee under the Senior Indenture on Form T-1.

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on November 1, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-3 Coterra Energy Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

Operational Data

News Release Coterra Energy Reports Third-Quarter 2024 Results, Announces Quarterly Dividend, and Provides Guidance Update HOUSTON, October 31, 2024 - Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT COTERRA ENERGY INC. (Exact name of the registrant as specified in its charter) (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT COTERRA ENERGY INC. (Exact name of the registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10447 (Commission File Number) 04-3072771 (I.R.S. Employer Identification No.) Three Memorial City Plaza, 840 Gessner Road, Suite 1400, H

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

UNITED STATES U.S. Department of the Treasury - Internal Revenue Service [Member] Oklahoma [Member] New Mexico [Member] United States (Corporate) [Member] Bureau of Land Management [Member] Wyoming [Member] Pennsylvania [Member] U.S. Department of the Interior - Office of Resources Revenue [Member] Susquehanna River Basin Commission [Member] Oil, Natural Gas and NGLs [Member] Natural Gas [Member]

Disclosure of payments by resource extraction issuer for the fiscal year ended December 31, 2023

Exhibit 2.01 COTERRA ENERGY INC. Disclosure of Payments by Resource Extraction Issuer For the fiscal year ended December 31, 2023 Resource Extraction Payment Report Coterra Energy Inc. (the “Company”) has prepared the following consolidated report (the “Report”) on payments for the purpose of commercial development of oil, natural gas and natural gas liquids (“NGLs”) in accordance with Rule 13q-1

XBRL INSTANCE DOCUMENT

iso4217:USD 0000858470 2023-01-01 2023-12-31 0000858470 ctra:BureauOfLandManagementMember country:US 2023-01-01 2023-12-31 0000858470 ctra:SusquehannaRiverBasinCommissionMember country:US 2023-01-01 2023-12-31 0000858470 ctra:U.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 12, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fi

10.1 First Amendment to Credit Agreement, dated as of September 12, 2024, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders and Issuing Banks party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 12, 2024 by and among COTERRA ENERGY INC., a Delaware corporation (the “Borrower”), the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). RECITALS:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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, 2024 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 reg

Operational Data

News Release Coterra Energy Reports Second-Quarter 2024 Results, Announces Quarterly Dividend, and Provides Third-Quarter 2024 Guidance and Full-Year 2024 Updates HOUSTON, August 1, 2024 - Coterra Energy Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 March 31, 2024 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 re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

Operational Data

News Release Coterra Energy Reports First-Quarter 2024 Results, Announces Quarterly Dividend, and Updates 2024 Outlook HOUSTON, May 2, 2024 - Coterra Energy Inc.

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)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of COTERRA ENERGY INC. Coterra Energy Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation” or the “Company”), hereby certifies that: 1. The name of the Corporation is Coterra Energy Inc. 2. The name under which the Corporation was originally incorporate

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.             )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.             ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Second Supplemental Indenture, dated as of March 13, 2024, by and between Coterra Energy Inc. and U.S. Bank Trust Company, National Association, as trustee

Exhibit 4.2 COTERRA ENERGY INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 5.60% Senior Notes due 2034 SECOND SUPPLEMENTAL INDENTURE Dated as of March 13, 2024 to the INDENTURE Dated as of October 7, 2021 TABLE OF CONTENTS Page Article I SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES 2 Section 1.1 Scope of Supplemental Indenture; General 2 Section 1.2 Applicability of Secti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 13, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

Calculation of Filing Fee Tables (Form Type) Coterra Energy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Coterra Energy Inc.

Joint Book-Running Managers

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(2)  Registration Statement No. 333-264652 PROSPECTUS SUPPLEMENT (To prospectus dated May 4, 2022) $500,000,000 COTERRA ENERGY INC. 5.60% Senior Notes due 2034 We are offering $500,000,000 aggregate principal amount of our 5.60% Senior Notes due 2034 (the “notes”). The notes will mature on March 15, 2034. Interest on the notes will accrue from March

Underwriting Agreement, dated February 28, 2024, among Coterra Energy Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule 1 thereto.

Exhibit 1.1 $500,000,000 COTERRA ENERGY INC. 5.60% Senior Notes due 2034 Underwriting Agreement February 28, 2024 J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, NC 28202 BofA Securities, Inc. One Bryant Park New York, New York 1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

Joint Book-Running Managers

TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

Coterra Energy Inc. 5.60% Senior Notes due 2034

Filed Pursuant to Rule 433 Registration No. 333-264652 February 28, 2024 Pricing term sheet dated February 28, 2024 to Preliminary Prospectus Supplement dated February 28, 2024 (the “Preliminary Prospectus Supplement”) Coterra Energy Inc. $500,000,000 5.60% Senior Notes due 2034 The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and supersedes the informat

(d) Form of Restricted Stock Unit Award Agreement.

Exhibit 10.11(D) COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (“Agreement”), made as of #Grant Date# (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to #Participant Name# (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is expre

ecovery of Erroneously Awarded Com

Exhibit 97 POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Adopted November 3, 2023 1.

Operational Data

News Release Coterra Energy Reports Fourth-Quarter and Full-Year 2023 Results, Provides 2024 Outlook, and Announces Dividend Increase HOUSTON, February 22, 2024 - Coterra Energy Inc.

Subsidiaries of Coterra Energy Inc.

Exhibit 21.1 SUBSIDIARIES OF COTERRA ENERGY INC. Cimarex Energy Co. Cimarex Energy of Colorado Cimarex Gas Gathering, Inc. Cimarex Resolute LLC Cody Energy LLC GasSearch Drilling Services Corporation Key Production Company, Inc. Magnum Hunter Production, Inc. Oklahoma Gas Processing, Inc. Prize Energy Resources Inc. Resolute Natural Resources Company, LLC Resolute Natural Resources Southwest, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2024 COTERRA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2024 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

(e) Form of Performance Stock Unit Award Agreement

Exhibit 10.11 (e) COTERRA ENERGY INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Award Agreement (“Agreement”), made as of #Grant Date# (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to #Participant Name# (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is ex

DeGolyer and MacNaughton Report.

EXHIBIT 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 26, 2024 Coterra Energy Inc. Three Memorial City Plaza 840 Gessner Road Suite 1400 Houston, Texas 77024 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2023, of the estimated net proved oil, condensate, natural ga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission file number 1-10447 COTERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 incorporation or organization)

CTRA / Coterra Energy Inc. / Aristotle Capital Management, LLC Passive Investment

SC 13G/A 1 fp0086871-3sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* COTERRA ENERGY INC. (Name of Issuer) Common Stock, Par Value of $0.10 Per Share (Title of Class of Securities) 127097103

CTRA / Coterra Energy Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0692-coterraenergyinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Coterra Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 127097103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designat

CTRA / Coterra Energy Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Operational Data

News Release Coterra Energy Reports Third-Quarter 2023 Results, Announces Quarterly Dividend HOUSTON, November 6, 2023 - Coterra Energy Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2023 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 o

Amended and Restated Employment Letter Agreement, dated as of September

Exhibit 10.1 September 19, 2023 Mr. Thomas E. Jorden c/o Coterra Energy Inc. 840 Gessner Road, Suite 1400 Houston, TX 77024 Re: Amended and Restated Letter Agreement Dear Tom: Reference is made to the letter agreement (the “Prior Letter Agreement”) by and between you and Cabot Oil & Gas Corporation, a Delaware corporation, (“Cabot”) dated May 23, 2021, now known as Coterra Energy Inc., a Delaware

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 19, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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, 2023 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 reg

Amended and Restated Bylaws of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.2 of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF COTERRA ENERGY INC. Adopted August 5, 1994 Amended February 20, 1997 Amended May 3, 2001 Amended September 6, 2001 Amended May 2, 2007 Amended January 14, 2010 Amended February 17, 2012 Amended March 11, 2015 Amended July 27, 2016 Amended May 23, 2021 Amended June 17, 2021 Amended October 1, 2021 Last Amended August 4, 2023 INDEX OF AMENDED AND RESTATED B

herein by reference to Exhibit 10.4 of Coterra Quarterly Report on Form 10-Q for the

EXHIBIT 10.4 Coterra Energy Inc. T 281-589-4600 Corporate Headquarters F 281-589-4955 Three Memorial City Plaza coterra.com 840 Gessner Road Suite 1400 Houston, TX 77024 August 4, 2023 Mr. Stephen P. Bell c/o Coterra Energy Inc. Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024 Re: Equity Awards Dear Steve, This letter memorializes our agreement regarding the terms of you

Operational Data

News Release Coterra Energy Reports Second-Quarter 2023 Results, Announces Quarterly Dividend HOUSTON, August 7, 2023 - Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2023 COTERRA ENERGY INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on June 26, 2023

As filed with the Securities and Exchange Commission on June 26, 2023 Registration No.

As filed with the Securities and Exchange Commission on June 26, 2023

As filed with the Securities and Exchange Commission on June 26, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 14, 2023 COTERRA ENERGY INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 14, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Nu

Coterra Energy Announces Executive Changes

Exhibit 99.1 Coterra Energy Announces Executive Changes HOUSTON, June 15, 2023 - Coterra Energy Inc. (NYSE: CTRA) (“Coterra” or the “Company”) today announced the retirement of two Executive Officers of the Company, effective September 30, 2023. Scott C. Schroeder, Executive Vice President and Chief Financial Officer (CFO), will be retiring after a nearly 28-year career at Cabot Oil & Gas Corporat

(b) Form of Performance Share Award Agreement (continuing officers);

Exhibit 10.1(b) COTERRA ENERGY INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”). This Agreement is expre

As filed with the Securities and Exchange Commission on May 5, 2023

As filed with the Securities and Exchange Commission on May 5, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Coterra Energy Inc.

Form of Executive Severance Compensation Agreement between Coterra Energy Inc. and certain officers (incorporated herein by reference to Exhibit 10.4 of Coterra's Current Report on Form 10-Q for the fiscal quarter ended March 31, 2023).

Exhibit 10.4 SEVERANCE COMPENSATION AGREEMENT This Severance Compensation Agreement (this “Agreement”) is made and entered into as of April , 2023 (the “Effective Date”) by and between (the “Executive”) and Coterra Energy Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, Executive is an officer of the Company. WHEREAS, the Company believes that appropriate steps should be taken to as

(c) Form of Performance Share Award Agreement (transitioning officers).

Exhibit 10.1(c) COTERRA ENERGY INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”). This Agreement is expre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 March 31, 2023 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 re

(a) Form of Non-Employee Director Restricted Stock Unit Award Agreement;

Exhibit 10.2(a) COTERRA ENERGY INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (

(a) Form of Non-Employee Director Deferred Restricted Stock Unit Award Agreement (Annual Fees) (incorporated herein by reference to Exhibit 10.3(a) of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023);

Exhibit 10.3(a) COTERRA ENERGY INC. NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incenti

(b) Form of Non-Employee Director Deferred Restricted Stock Unit Award Agreement (Annual RSU Grant) (incorporated herein by reference to Exhibit 10.3(b) of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023).

Exhibit 10.3(b) COTERRA ENERGY INC. NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incenti

Non-Employee Director Deferred Compensation Plan effective May 4, 2023 (incorporated herein by reference to Exhibit 10.3 of Coterra's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023).

Exhibit 10.3 COTERRA ENERGY INC. NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN (As Amended and Restated effective as of May 4, 2023) WHEREAS, effective as of December 21, 2012, Coterra Energy Inc., formerly known as Cabot Oil & Gas Corporation (the “Company”), established the Cabot Oil & Gas Corporation Non-employee Deferred Compensation Plan (the “Original Plan”) to provide its non-employee di

(c) Form of Performance Stock Unit Award Agreement

Exhibit 10.2(c) COTERRA ENERGY INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Award Agreement (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is

(b) Form of Restricted Stock Unit Award Agreement

Exhibit 10.2(b) COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). This Agreement is ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 COTERRA ENERGY INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

Coterra Energy Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Coterra’s Current Report on Form 8-K filed with the SEC on May 4, 2023).

Exhibit 10.1 COTERRA ENERGY INC. 2023 EQUITY INCENTIVE PLAN Adopted by the Board of Directors on February 21, 2023 Approved by the Company’s stockholders on May 4, 2023 1.ESTABLISHMENT AND PURPOSE OF PLAN Coterra Energy Inc., a Delaware corporation (the “Company”), hereby establishes the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”) as set forth in this document. The purpose of the P

(a) Form of Restricted Stock Unit Award Agreement (officers);

Exhibit 10.1(a) COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”). This Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 COTERRA ENERGY INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

Operational Data

News Release Coterra Energy Reports First-Quarter 2023 Results, Announces Quarterly Dividend and Provides Update on Share Repurchase Program HOUSTON, May 4, 2023 - Coterra Energy Inc.

United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION

United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Coterra Energy (CTRA) NAME OF PERSONS RELYING ON EXEMPTION: Proxy Impact ADDRESS OF PERSON RELYING ON EXEMPTION: 5011 Esmond, Richmond, CA 94805 WRITTEN MATERIALS: The attached written materials are submitted pursuant to Rule 14a-6(g)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934.

PROPONENTS OF SHAREHOLDER PROPOSAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MESSAGE FROM THE CHAIRMAN NOTICE of Annual Meeting of Shareholders PROXY SUMMARY PROPOSAL 1 ELECTION OF DIRECTORS SECURITY OWNERSHIP CORPORATE GOVERNANCE MATTERS COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION PROPOSAL 2 APPOINTMENT OF IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 10, 2023 COTERRA ENERGY INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 10, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

10.1 Credit Agreement, dated as of March 10, 2023, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders and Issuing Banks party thereto.

Exhibit 10.1 CREDIT AGREEMENT dated as of March 10, 2023 among COTERRA ENERGY INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. BOFA SECURITIES, INC., THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, PNC CAPITAL MARKETS LLC, TD SECURITIES (USA) LLC, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO SECURITIES, LLC, as Joint Lead Arra

Subsidiaries of Coterra Energy Inc.

Exhibit 21.1 SUBSIDIARIES OF COTERRA ENERGY INC. Cimarex Energy Co. Cimarex Energy of Colorado Cimarex Gas Gathering, Inc. Cimarex Resolute LLC Cody Energy LLC GasSearch Drilling Services Corporation Key Production Company, Inc. Magnum Hunter Production, Inc. Oklahoma Gas Processing, Inc. Prize Energy Resources Inc. Resolute Natural Resources Company, LLC Resolute Natural Resources Southwest, LLC

2 (incorporated herein by reference to Exhibit 99.1 o

DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 26, 2023 Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number 1-10447 COTERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2023 COTERRA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2023 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

Operational Data

News Release Coterra Energy Reports Fourth-Quarter and Full-Year 2022 Results, Provides 2023 Outlook and Updates Shareholder Return Strategy HOUSTON, February 22, 2023 - Coterra Energy Inc.

CTRA / Coterra Energy Inc. Common Stock / Aristotle Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* COTERRA ENERGY INC. (Name of Issuer) Common Stock, Par Value of $0.10 Per Share (Title of Class of Securities) 127097103 (CUSIP Number) Michelle Gosom Ari

CTRA / Coterra Energy Inc. Common Stock / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0667-coterraenergyinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Coterra Energy Inc. Title of Class of Securities: Common Stock CUSIP Number: 127097103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designa

CTRA / Coterra Energy Inc. Common Stock / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

CTRA / Coterra Energy Inc. Common Stock / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

(d) Amendment to Change in Control Agreement and Employment Letter Agreement dated December 27, 2022 (incorporated herein by reference to Exhibit 10.1 of Coterra’s Current Report on Form 8-K filed with the SEC on December 29, 2022).

Exhibit 10.1 AMENDMENT TO CHANGE IN CONTROL AGREEMENT AND EMPLOYMENT LETTER AGREEMENT December 27, 2022 WHEREAS, Coterra Energy Inc., formerly Cabot Oil & Gas Corporation, a Delaware corporation (the “Company”) and Dan O. Dinges (“Executive”) entered into a Change in Control Agreement dated as of December 10, 2008 and effective as of December 31, 2008 (as amended pursuant to the Cabot Confirmation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2022 COTERRA ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 27, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

COTERRA ENERGY INC. Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-267541? PROSPECTUS COTERRA ENERGY INC. Offers to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes ? REGISTERED NOTES ? ? RESTRICTED NOTES ? ? $687,217,000 3.90% Senior Notes

COTERRA ENERGY INC. Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024

COTERRA ENERGY INC. Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024 November 21, 2022 Via EDGAR transmission U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Coterra Energy Inc. Registration Statement on Form S-4 File No. 333-267541 Ladies and Gentlemen: In connection with the above referenced Registration Statement (the ?Registrati

COTERRA ENERGY INC. Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024

COTERRA ENERGY INC. Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024 November 21, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness of Coterra Energy Inc.?s Registration Statement on Form S-4 (File No. 333-267541). Ladies and Gentlemen: Pursuant to Rule 461

As filed with the Securities and Exchange Commission on November 18, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2022 Registration No.

Form of Letter of Transmittal.

Exhibit 99.1 COTERRA ENERGY INC. LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $687,217,000 PRINCIPAL AMOUNT OF ITS 3.90% SENIOR NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 3.90% SENIOR NOTES DUE 2027 AND $433,171,000 PRINCIPAL AMOUNT OF ITS 4.375% SENIOR NOTES DUE 2029, THE ISSUANCE OF WHICH HAS BEEN REGIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 COTERRA ENERGY I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2022 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 o

Operational Data

News Release Coterra Energy Reports Third-Quarter 2022 Results, Announces Quarterly Dividend and Provides Update on Share Repurchase Program HOUSTON, November 3, 2022 - Coterra Energy Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

Coterra Energy Announces Election of Chairman and Lead Independent Director

Exhibit 99.1 Coterra Energy Announces Election of Chairman and Lead Independent Director Houston, Nov. 2, 2022 /PRNewswire) ? Coterra Energy Inc. (the ?Company? or ?Coterra?) (NYSE: CTRA) announced today that the Company?s Board of Directors appointed Thomas E. Jorden, its President and Chief Executive Officer, as Chairman of the Board effective January 1, 2023, succeeding Dan O. Dinges, as Execut

Form of Letter of Transmittal.

Exhibit 99.1 COTERRA ENERGY INC. LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $687,217,000 PRINCIPAL AMOUNT OF ITS 3.90% SENIOR NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 3.90% SENIOR NOTES DUE 2027 AND $433,171,000 PRINCIPAL AMOUNT OF ITS 4.375% SENIOR NOTES DUE 2029, THE ISSUANCE OF WHICH HAS BEEN REGIS

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Coterra Energy Inc.

Statement of Eligibility of Trustee on Form T-1.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Powers of Attorney.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 21, 2022 Registration No.

Coterra Energy Inc. Issues Notices of Redemption for its 4.375% Senior Notes Due 2024 and Cimarex Energy Co.’s 4.375% Senior Notes Due 2024

Exhibit 99.1 Coterra Energy Inc. Issues Notices of Redemption for its 4.375% Senior Notes Due 2024 and Cimarex Energy Co.’s 4.375% Senior Notes Due 2024 HOUSTON, Sept. 19, 2022 – Coterra Energy Inc. (NYSE: CTRA) ("Coterra" or the "Company") today announced that it has issued notices of redemption (the “Notices”) with respect to its 4.375% Senior Notes due 2024 (the “Coterra 2024 Notes”) and the 4.

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 19, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fi

CTRA / Coterra Energy Inc. Common Stock / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) August 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Coterra Energy Announces

Exhibit 99.1 Coterra Energy Announces Management Changes 08/16/2022 HOUSTON, August 16, 2022 /PRNewswire/ - Coterra Energy Inc. (NYSE: CTRA) (?Coterra? or the ?Company?) today announced current and pending retirements of three executive officers of the Company, along with the promotions of three individuals into executive leadership roles. Effective September 30, 2022, Steven W. Lindeman, Senior V

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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, 2022 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 reg

Operational Data

News Release Coterra Energy Reports Second-Quarter 2022 Results, Announces Quarterly Dividend and Provides Update on Share Repurchase Program HOUSTON, August 2, 2022 - Coterra Energy Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10447 A. Full title of the plan and the addres

As filed with the Securities and Exchange Commission on June 21, 2022

As filed with the Securities and Exchange Commission on June 21, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Coterra Energy Inc.

the Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2021;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D C 20549 Form 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31446 A.

Statement of Eligibility of Trustee under the Senior Indenture on Form T-1.

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS On October 1, 2021, Coterra Energy Inc. (?Coterra? or the ?Company?) completed a merger transaction (the ?Merger?) with Cimarex Energy Co. (?Cimarex?). Under the terms of the merger agreement relating to the Merger (the ?Merger Agreement?), and subject to certain exceptions specified in the Merger Agreement, each eligible share of C

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Coterra Energy Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

PART I

Exhibit 99.1 PART I ITEM 1. Financial Statements CIMAREX ENERGY CO. Condensed Consolidated Balance Sheets (in thousands, except share and per share information) (Unaudited) September 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 1,033,317 $ 273,145 Accounts receivable, net of allowance: Trade 68,119 49,650 Oil and gas sales 511,341 271,141 Gas gathering, processing,

As filed with the Securities and Exchange Commission on May 4, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 4, 2022 Registration No.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File N

(d) Form of Performance Share Award Agreement

19XEPS22T 01/31/2025 COTERRA ENERGY INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ]. As an additional incentive and inducement to

Operational Data

News Release Coterra Energy Reports First-Quarter 2022 Results, Announces Quarterly Dividend and Provides Update on Share Repurchase Program HOUSTON, May 2, 2022 - Coterra Energy Inc.

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).

Exhibit 4.3 CIMAREX ENERGY CO. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 8 1?8% SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK Cimarex Energy Co. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies that: FIRST: The Corporation desires to amend its Certificate of Designations

(a) Form of Restricted Stock Unit Award Agreement (legacy Cabot officers);

14ERA22O 14ERA22E 01/31/2025 COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?), with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ]. (the ?Date of Grant?).

(b) Form of Performance Share Award Agreement (legacy Cabot officers).

14EPS22O 01/31/2025 COTERRA ENERGY INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ]. As an additional incentive and inducement to t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 March 31, 2022 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 re

(b) Form of Restricted Stock Unit Award Agreement (legacy Cimarex transitioning officers);

19XPRU22T 01/31/2025 COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?), with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ] (the ?Date of Grant?). This Agr

(c) Form of Performance Share Award Agreement (legacy Cimarex continuing officers);

19XEPS22C 01/31/2025 COTERRA ENERGY INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ]. As an additional incentive and inducement to

(a) Form of Restricted Stock Unit Award Agreement (legacy Cimarex continuing officers);

19XFMU22C 01/31/2025 COTERRA ENERGY INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (the ?Agreement?), made and entered into by and between Coterra Energy Inc. (the ?Company?), with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ], (the ?Employee?), is dated as of [ grant date ] (the ?Date of Grant?). This Agr

Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, filed with the SEC on March 18, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

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).

Exhibit 4.3 CIMAREX ENERGY CO. CERTIFICATE OF DESIGNATIONS Pursuant to Section 151 of the General Corporation Law of the State of Delaware 81/8% SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK (Par Value $0.01 Per Share) Cimarex Energy Co. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission file number 1-10447 COTERRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 incorporation or organization)

Subsidiaries of C

Exhibit 21.1 SUBSIDIARIES OF COTERRA ENERGY INC. Big Sandy Gas Company BEC Texas LLC Blue Devil LLC Blue Steel LLC Bruin Exploration LLC BWNR, LLC Cabot Pipeline Holdings LLC Cimarex Energy Co Cimarex Energy of Colorado Cimarex Gas Gathering, Inc Cimarex Resolute LLC Cody Energy LLC COG Finance Corporation COG Holdings LLC Conmag Energy Corp Doblique Energy Corp GasSearch Drilling Services Corpora

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).

Exhibit 4.4 CIMAREX ENERGY CO. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 8 1?8% SERIES A CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK Cimarex Energy Co. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies that: FIRST: The Corporation?s Certificate of Designations of 8 1?8% Series A

Miller and Lents, Ltd. Audit Letter.

Audit of Reserves and Future Net Revenues for COTERRA ENERGY, INC. As of December 31, 2021 SEC Price Case Miller and Lents 909 Fannin Street, Suite 1300 Houston, Texas 77010 USA JANUARY 31, 2022 January 31, 2022 Coterra Energy, Inc. Three Memorial City Plaza Building 840 Gessner Road, Suite 1400 Houston, Texas 77024-4152 Re: Audit of Reserves and Future Net Revenues Marcellus Business Unit As of D

Golyer and MacNaughton Audit Le

DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 17, 2022 Coterra Energy Inc.

Exhibit 4.1

Description of Capital Stock General Our authorized capital consists of: ?1,800,000,000 shares of common stock, par value $0.

Operational Data

News Release Coterra Energy Reports Fourth-Quarter and Full-Year 2021 Results, Provides 2022 Outlook and Updates Shareholder Return Strategy HOUSTON, February 23, 2022 - Coterra Energy Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 23, 2022 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

CTRA / Coterra Energy Inc. Common Stock / Aristotle Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* COTERRA ENERGY INC. (Name of Issuer) Common Stock, Par Value of $0.10 Per Share (Title of Class of Securities) 127097103 (CUSIP Number) Michelle Gosom Ari

CTRA / Coterra Energy Inc. Common Stock / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Coterra Energy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127097103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

CTRA / Coterra Energy Inc. Common Stock / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Coterra Energy Inc. Title of Class of Securities: Common Stock CUSIP Number: 127097103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 13, 2021 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fil

COG / Cabot Oil & Gas Corporation / Aristotle Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* COTERRA ENERGY INC. (Name of Issuer) Common Stock, Par Value of $0.10 Per Share (Title of Class of Securities) 127097103 (CUSIP Number) Michelle Gosom Ari

Form of Amendment dated September 30, 2021 to Severance Compensation Agreements dated March 9, 2020 and amended May 23, 2021, of certain executive officers of Cimarex Energy Co.

Exhibit 10.11 EXECUTION VERSION Cimarex Energy Co. 1700 Lincoln Street Suite 3700 Denver, Colorado 80203-4537 PHONE 303.295.3995 FAX 303.569.7450 September 30, 2021 [] c/o Cimarex Energy Co. 1700 Lincoln Street, Suite 3700 Denver, CO 80203 RE: Severance Compensation Agreement, by and between Cimarex Energy Co. (the ?Company?) and [] (the ?Executive?) dated as of March 9, 2020 and amended as of May

Operational Data – Legacy Cabot

News Release Coterra Energy Reports Third-Quarter 2021 Results and Accelerates Variable Dividend HOUSTON, November 3, 2021 - Coterra Energy Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2021 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2021 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 o

As filed with the Securities and Exchange Commission on October 14, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.4 of Coterra’s Registration Statement on S-8 (Reg. No. 33-260230) filed with the SEC on October 14, 2021).

Exhibit 4.4 CIMAREX ENERGY CO. Amended and Restated 2019 EQUITY INCENTIVE PLAN Adopted by the Board on February 17, 2021 Approved by the Company?s stockholders on May 12, 2021 8,720,723 shares total, consisting of 6,900,000 plus 1,820,723 available On May 12, 2021 under 2019 Equity Incentive Plan 1. ESTABLISHMENT AND PURPOSE OF PLAN Cimarex Energy Co., a Delaware corporation (the ?Company?), hereb

As filed with the Securities and Exchange Commission on October 14, 2021

As filed with the Securities and Exchange Commission on October 14, 2021 Registration No.

Indenture, dated as of October 7, 2021, between Coterra Energy Inc. and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 to Coterra’s Current Report on Form 8-K filed with the SEC on October 7, 2021).

Exhibit 4.1 Execution Version COTERRA ENERGY INC. to U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of October 7, 2021 SENIOR DEBT SECURITIES COTERRA ENERGY INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act Trust Indenture Act Section Indenture Section Section 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not App

Registration Rights Agreement, dated as of October, 7 2021, by and among Coterra Energy Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, Capital One Securities, Inc., CIBC World Markets Corp., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and MUFG Securities Americas Inc. (incorporated herein by reference to Exhibit 4.6 of Coterra’s Current Report on Form 8-K filed with the SEC on October 7, 2021).

Exhibit 4.6 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated October 7, 2021 (this ?Agreement?) is entered into by and among Coterra Energy Inc., a Delaware corporation (the ?Company?) and J.P. Morgan Securities LLC (?J.P. Morgan?), BofA Securities, Inc. (?BofA Securities?) and the additional dealer managers listed on Schedule A attached hereto (each a ?Deal

First Supplemental Indenture, dated as of October 7, 2021, by and between Coterra Energy Inc. and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 of Coterra’s Current Report on Form 8-K filed with the SEC on October 7, 2021).

Exhibit 4.2 Execution Version COTERRA ENERGY INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% Senior Notes due 2024 3.90% Senior Notes due 2027 4.375% Senior Notes due 2029 FIRST SUPPLEMENTAL INDENTURE Dated as of October 7, 2021 to the INDENTURE Dated as of October 7, 2021 TABLE OF CONTENTS Page ARTICLE I SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES 4 SECTION 1.1. Scope of Supple

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 7, 2021 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File

Form of Common Stock Certificate of Coterra Energy Inc. (incorporated herein by reference to Exhibit 4.3 of Coterra’s Registration Statement on Form S-8 (Reg. No. 333-260035 ) filed with the SEC on October 5, 2021).

Exhibit 4.3 COMMON INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 127097 10 3 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.10 PAR VALUE, OF COTERRA ENERGY INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate proper

As filed with the Securities and Exchange Commission on October 4, 2021

As filed with the Securities and Exchange Commission on October 4, 2021 Registration No.

Summary of Cimarex Energy Co. 2014 Equity Incentive Plan.

Exhibit 99.1 PROSPECTUS This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. (A prospectus is a legal document that describes the terms of a stock offering) The date of this prospectus is May 15, 2014 Description of the CIMAREX ENERGY CO. 2014 EQUITY INCENTIVE Plan This prospectus covers 6,563,859 shares of common stock, par

As filed with the Securities and Exchange Commission on October 4, 2021

As filed with the Securities and Exchange Commission on October 4, 2021 Registration No.

Summary of Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan.

Exhibit 99.2 SUMMARY OF CIMAREX ENERGY CO. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN The following is a summary of the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan (the ?Amended 2019 Plan?), an omnibus equity incentive plan that amended our existing 2019 Equity Incentive Plan (the ?2019 Plan?). The Amended 2019 Plan was approved by the Board of Directors of Cimarex on F

Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 3.2 CERTIFICATE OF AMENDMENT of RESTATED CERTIFICATE OF INCORPORATION Cabot Oil & Gas Corporation (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts this Certificate of Amendment (this ?Certificate of Amendment?), which amends its Restated Certificate of Incorporation, as heretofo

(c) Form of Letter Agreement with respect to Change-in-Control Arrangements (incorporated herein by reference to Exhibit 10.1 of Coterra’s Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 10.1 September 29, 2021 [Executive] [Address] [Address] Re: Change in Control Agreement Dear [Name]: Reference is made to the Agreement and Plan of Merger, dated as of May 23, 2021, among Cabot Oil & Gas Corporation (?Cabot?), Double C Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Cabot (?Merger Sub?), and Cimarex Energy Co., a Delaware corporation (?Cimarex?),

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.3 of Coterra’s Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 10.3 COTERRA ENERGY INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered into this day of , 202 (?Agreement?), by and between COTERRA ENERGY INC., a Delaware corporation (?Company?), and (?Indemnitee?). WHEREAS, highly competent persons are becoming more reluctant to continue to serve publicly held corporations as directors or in other capacities unless they ar

Restated Certificate of Incorporation of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.3 of Coterra's Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION of COTERRA ENERGY INC. Coterra Energy Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation? or the ?Company?), does hereby certify that: 1. The name of the Corporation is Coterra Energy Inc. 2. The name under which the Corporation was originally incorporated was Cab

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 28, 2021 COTERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission Fi

Cabot Oil & Gas and Cimarex Energy Complete Combination, Forming Coterra Energy

Exhibit 99.1 Cabot Oil & Gas and Cimarex Energy Complete Combination, Forming Coterra Energy Newly Created Energy Company Benefits from Strong Financial Foundation and Premier, Diverse Assets HOUSTON, October 1, 2021 ? Coterra Energy Inc. (?Coterra? or the ?Company?) (NYSE: COG) today announced the successful completion of the combination of Cabot Oil & Gas Corporation (?Cabot?) and Cimarex Energy

Certificate of Amendment to Restated Certificate of Incorporation of Cabot Oil & Gas Corporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT of RESTATED CERTIFICATE OF INCORPORATION Cabot Oil & Gas Corporation (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts this Certificate of Amendment (this ?Certificate of Amendment?), which amends its Restated Certificate of Incorporation, as heretofo

Deferred Compensation Letter Agreement, dated as of September 30, 2021, between Cabot Oil & Gas Corporation and Phillip L. Stalnaker (incorporated herein by reference to Exhibit 10.2 of Coterra’s Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 10.2 CABOT OIL & GAS CORPORATION DEFERRED COMPENSATION AGREEMENT This Deferred Compensation Agreement (?Agreement?) is made between Cabot Oil & Gas Corporation, a Delaware corporation (the ?Company?), and Phillip L. Stalnaker (?Executive?), effective as of October 1, 2021 (the ?Effective Date?) in connection with the Company and Executive entering into a letter agreement (the ?letter agree

Amended and Restated Bylaws of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.4 of Coterra’s Current Report on Form 8-K filed with the SEC on October 1, 2021).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF COTERRA ENERGY INC. Adopted August 5, 1994 Amended February 20, 1997 Amended May 3, 2001 Amended September 6, 2001 Amended May 2, 2007 Amended January 14, 2010 Amended February 17, 2012 Amended March 11, 2015 Amended July 27, 2016 Amended May 23, 2021 Amended June 17, 2021 Last Amended October 1, 2021 INDEX OF AMENDED AND RESTATED BYLAWS COTERRA ENERGY IN

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 29, 2021 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer I

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Filed by: Cabot Oil & Gas Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cimarex Energy Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 17, 2021 (September 16,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 17, 2021 (September 16, 2021) CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of

Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 16, 2021, by and among Cabot Oil & Gas Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of Coterra’s Current Report on Form 8-K filed with the SEC on September 17, 2021).

Exhibit 10.1 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 16, 2021 among CABOT OIL & GAS CORPORATION, as Borrower, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Ame

Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 16, 2021, by and among Cabot Oil & Gas Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Exhibit 10.1 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 16, 2021 among CABOT OIL & GAS CORPORATION, as Borrower, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Ame

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 17, 2021 (September 16, 2021) CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of

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Exhibit 99.1 Cabot Oil & Gas Commences Private Exchange Offers and Cimarex Energy Commences Consent Solicitations HOUSTON, Sept. 8, 2021, Cabot Oil & Gas Corporation (NYSE: COG) (?Cabot?) and Cimarex Energy Co. (NYSE: XEC) (?Cimarex?) today announced that, in connection with the anticipated merger of Cimarex and a wholly owned subsidiary of Cabot, Cabot has commenced offers to eligible holders (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2021 CABOT OIL & GAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2021 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2021 CABOT OIL & GAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2021 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commis

JOINT LETTER TO STOCKHOLDERS OF CABOT OIL & GAS CORPORATION AND STOCKHOLDERS OF CIMAREX ENERGY CO.

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-257534 JOINT LETTER TO STOCKHOLDERS OF CABOT OIL & GAS CORPORATION AND STOCKHOLDERS OF CIMAREX ENERGY CO. Dear Stockholders: Cabot Oil & Gas Corporation (which we refer to as “Cabot”) and Cimarex Energy Co. (which we refer to as “Cimarex”) have entered into a merger agreement, subsequently amended on June 29, 2021 (which, a

CABOT OIL & GAS CORPORATION Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024 (281) 589-4600

CABOT OIL & GAS CORPORATION Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas 77024 (281) 589-4600 August 18, 2021 BY EDGAR U.

Amendment No. 1 to Agreement and Plan of Merger, dated as of June 29, 2021, by and among Cabot Oil & Gas Corporation, Double C Merger Sub, Inc. and Cimarex Energy Co. (incorporated herein by reference to Annex A to the Joint Proxy Statement/Prospectus included in Coterra’s Registration Statement on Form S-4 (Reg. No. 333-257534) filed with the SEC on June 30, 2021).

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 13, 2021 Registration No. 333-257534? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? CABOT OIL & GAS CORPORATION (Exact Name of Registrant as Specified in Its Charter) ? Delaware (State of Incorpo

Consent of J.P. Morgan Securities LLC.

Exhibit 99.3 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated May 23, 2021 to the Board of Directors of Cabot Oil & Gas Corporation (the ?Company?) included in Annex B to the joint proxy statement/prospectus relating to the proposed merger of a wholly-owned subsidiary of the Company with Cimarex Energy Co., and (ii) the references to such opinion i

Form of Cabot Oil & Gas Corporation Proxy Card.

Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D57123-S27603 1. A proposal to approve the issuance of shares of common stock, par value $0.10 per share ("Cabot common stock"), of C

Consent of Tudor, Pickering, Holt & Co.

Exhibit 99.4 Consent of Tudor, Pickering, Holt & Co. We hereby consent to the use of our opinion letter dated May 23, 2021 to the Board of Directors of Cimarex Energy Co. (?Cimarex?), included as Annex C to the joint proxy statement/prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Cabot Oil & Gas Corporation (?Cabot?), filed on August 13, 2021 (the ?Reg

Form of Cimarex Energy Co. Proxy Card.

Exhibit 99.2 PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 29, 2021 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CIMAREX ENERGY CO. The undersigned hereby appoints Thomas E. Jorden, G. Mark Burford and Francis B. Barron, and each of them, with power to act without the others and with power of substitu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2021 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission

Cabot Oil & Gas Corporation Reports Second Quarter 2021 Results

Exhibit 99.1 July 30, 2021 FOR MORE INFORMATION CONTACT Matt Kerin (281) 589-4642 Cabot Oil & Gas Corporation Reports Second Quarter 2021 Results HOUSTON, Jul. 30, 2021 /PRNewswire/ - Cabot Oil & Gas Corporation (NYSE: COG) (?Cabot? or the ?Company?) today reported financial and operating results for the second quarter of 2021. Second Quarter 2021 Highlights ?Net income of $30.5 million (or $0.08

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2021 CABOT OIL & GAS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2021 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10447 04-3072771 (State or other jurisdiction of incorporation) (Commission

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Filed by: Cabot Oil & Gas Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cimarex Energy Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents 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, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 1-10447 CABOT OIL & GAS CORPORATION (Exact name o

Cabot Oil & Gas Corporation Reports Second Quarter 2021 Results

Exhibit 99.1 July 30, 2021 FOR MORE INFORMATION CONTACT Matt Kerin (281) 589-4642 Cabot Oil & Gas Corporation Reports Second Quarter 2021 Results HOUSTON, Jul. 30, 2021 /PRNewswire/ - Cabot Oil & Gas Corporation (NYSE: COG) (?Cabot? or the ?Company?) today reported financial and operating results for the second quarter of 2021. Second Quarter 2021 Highlights ?Net income of $30.5 million (or $0.08

Filed by: Cabot Oil & Gas Corporation

Filed by: Cabot Oil & Gas Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cimarex Energy Co.

Filed by: Cabot Oil & Gas Corporation

Filed by: Cabot Oil & Gas Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cimarex Energy Co.

Consent of Thomas E. Jorden (Director Designee).

Exhibit 99.5 CONSENT TO BE NAMED A DIRECTOR OF CABOT OIL & GAS CORPORTION The undersigned hereby consents to being named in the Registration Statement on Form S-4 and all amendments thereto (together with the joint proxy statement/prospectus therein, the ?Registration Statement?) filed by Cabot Oil & Gas Corporation (?Cabot?) in connection with the Agreement and Plan of Merger, dated as of May 23,

Consent of J.P. Morgan Securities LLC.

Exhibit 99.3 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated May 23, 2021 to the Board of Directors of Cabot Oil & Gas Corporation (the ?Company?) included in Annex B to the joint proxy statement/prospectus relating to the proposed merger of a wholly-owned subsidiary of the Company with Cimarex Energy Co., and (ii) the references to such opinion i

Side Letter Agreement, dated as of June 29, 2021, by and between Cabot Oil and Gas Corporation and Thomas E. Jorden (incorporated herein by reference to Exhibit 10.3 of Coterra’s Registration Statement on Form S-4 (Reg. No. 333-257534) filed with the SEC on June 30, 2021).

Exhibit 10.3 June 29, 2021 Mr. Thomas E. Jorden [***] [***] Re: Treatment of your Golden Equity Awards Dear Tom: Reference is made to the Agreement and Plan of Merger (the ?Merger Agreement?), dated as of May 23, 2021, among Cabot Oil & Gas Corporation (?Cabot?), Double C Merger Sub, Inc., a wholly owned subsidiary of Cabot (?Merger Sub?), and Cimarex Energy Co. (?Cimarex?), pursuant to which Merg