Filed by Coterra Energy Inc.
(Commission File No.: 1-10447)
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Coterra Energy Inc.
(Commission File No.: 1-10447)
The following communication was posted on Coterra’s intranet
on February 19, 2026:
Feb. 19 | Coterra and Devon merger
integration update
The merger integration planning process has kicked off with the naming
of the integration steering team and selecting an external partner to support the integration efforts.
“The integration effort is an important next step in the combination
of Devon and Coterra, which will create one of the strongest, most competitive companies in our sector. Getting us this far has taken
a tremendous amount of work, but much more work remains. The Integration Team listed below is the right team in moving this process forward.
I want to thank you for your professionalism and patience as we move this process forward. We know that it is our responsibility to provide
clarity to you as soon as we can, which will probably be sometime in the latter half of Q2. In the meantime, please continue to do what
brought us this far – bring your best self to the task each day, support one another, and make excellence and safety our top priority.”
– Tom Jorden, Chairman, CEO and President
The executive team is committed to move swiftly, recognizing
the critical need to unite, unlock synergies, and drive performance gains as the combined company emerges as
a powerhouse in our industry.
Moving forward, all merger integration planning will be an ongoing
collaboration between Coterra and Devon’s integration steering team, co-led by Blake Sirgo, Executive Vice President,
Business Units and Trey Lowe, Senior Vice President, Chief Technology Officer.
The combined integration management team includes leaders
from both companies:
| Integration Management Team |
CTRA Lead |
DVN Lead |
| Master Planning/Lead |
Bryan Phillips, VP Business Units & Strategic Planning |
Justin Porter, VP Delaware Business Unit |
| Synergy/Value Capture |
Daniel Guffey, SVP Finance, Investor Relations, & Treasury |
Scott Coody, VP Strategic Planning |
| Org Design & Talent |
Philip Johnson, VP Production |
Cathy Lebsack, VP Human Resources |
| Culture, Change Management, & Communications |
Shelley Conroy, Director Organizational Development |
Cathy Lebsack, VP Human Resources |
| Technology & AI Roadmap |
Doyle Kindle, Director Data Technology Jeff Minor, Director IT Security |
Heath Satterfield, VP and CIO |
| Planning / Capital Allocation |
Rita Behm, VP Corporate Engineering |
Cory DeSantis, Director Asset Planning |
“Bringing these two teams together is an exciting moment for
all of us. The talent and experience across both organizations give us an incredible foundation to build the most high performing team
in the industry.” - Blake Sirgo, Executive Vice President, Business Units & Integration Lead
In addition to naming a steering committee, another key milestone
for the executive team was the selection of McKinsey & Co. as the integration consultant to support these efforts.
The integration steering team will begin the planning work starting immediately and
will provide ongoing integration progress updates as milestones are achieved.
Timing of merger closing date
Both Coterra and Devon are working to achieve the necessary regulatory
and shareholder approvals and continue to project a close in the second quarter. It’s important to remember
that until close, Coterra and Devon continue to operate as independent companies. Until then, please stay safe and focused
on your day-to-day responsibilities.
For more information
Please also see the Company’s Current Report on Form 8-K announcing
the proposed combination of Devon and Coterra, found at the following link:
https://www.sec.gov/Archives/edgar/data/858470/000110465926008979/tm264761d1_8k.htm
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger
(the “Proposed Transaction”) of Devon Energy Corporation (“Devon”) and Coterra Energy Inc. (“Coterra”),
Devon will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4
to register the shares of Devon’s common stock to be issued in connection with the Proposed Transaction. The registration statement
will include a document that serves as a prospectus of Devon and a joint proxy statement of each of Devon and Coterra (the “joint
proxy statement/prospectus”), and each party will file other documents regarding the Proposed Transaction with the SEC. INVESTORS
AND SECURITY HOLDERS OF DEVON AND COTERRA ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, COTERRA, THE PROPOSED TRANSACTION AND
RELATED MATTERS. A definitive joint proxy statement/prospectus will be sent to stockholders of each of Devon and Coterra when it becomes
available. Investors and security holders will be able to obtain copies of the registration statement and the joint proxy statement/prospectus
and other documents containing important information about Devon and Coterra free of charge from the SEC’s website when it becomes
available. The documents filed by Devon with the SEC may be obtained free of charge at Devon’s website at investors.devonenergy.com
or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Devon by requesting
them by mail at Devon, Attn. Investor Relations, 333 West Sheridan Ave, Oklahoma City, OK 73102. The documents filed by Coterra
with the SEC may be obtained free of charge at Coterra’s website at investors.coterra.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from Coterra by requesting them by mail at Coterra, Attn: Investor Relations, Three
Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.
PARTICIPANTS IN THE SOLICITATION
Devon, Coterra and certain of their
respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from Devon’s and Coterra’s stockholders with respect to the Proposed Transaction. Information about Devon’s
directors and executive officers is available in Devon’s Annual Report on Form 10-K for the 2025 fiscal year filed with the
SEC on February 18, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001090012/000119312526056485/dvn-20251231.htm),
and its definitive proxy statement for the 2025 annual meeting of shareholders filed with the SEC on April 23, 2025 (and which is
available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001090012/000110465925037545/tm252204-6_def14a.htm). Information about
Coterra’s directors and executive officers is available in Coterra’s Annual Report on Form 10-K for the 2024 fiscal
year filed with the SEC on February 25, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000858470/000085847025000075/cog-20241231.htm),
and its definitive proxy statement for the 2025 annual meeting of shareholders filed with the SEC on March 20, 2025 (and which is
available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000858470/000110465925026126/tm2429648-2_def14a.htm). Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the registration statement, the joint proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the Proposed Transaction when they become available. Stockholders, potential investors and other readers should
read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
NO OFFER OR SOLICITATION
This communication is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD LOOKING STATEMENTS
This communication includes “forward-looking statements”
as defined by the SEC. Such statements include those concerning strategic plans, Devon’s and Coterra’s expectations and objectives
for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases such as
“expects,” “believes,” “will,” “would,” “could,” “continue,”
“may,” “aims,” “likely to be,” “intends,” “forecasts,” “projections,”
“estimates,” “plans,” “expectations,” “targets,” “opportunities,” “potential,”
“anticipates,” “outlook” and other similar terminology. All statements, other than statements of historical
facts, included in this communication that address activities, events or developments that Devon or Coterra expects, believes or anticipates
will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond Devon’s and Coterra’s control. Consequently, actual future results could differ materially
and adversely from Devon’s and Coterra’s expectations due to a number of factors, including, but not limited to those, identified
below.
With respect to the Proposed Transaction, these factors could include,
but are not limited to: the risk that Devon or Coterra may be unable to obtain governmental and regulatory approvals required for the
Proposed Transaction, or that required governmental and regulatory approvals may delay the Proposed Transaction or result in the imposition
of conditions that could reduce the anticipated benefits from the Proposed Transaction or cause the parties to abandon the Proposed Transaction;
the risk that a condition to closing of the Proposed Transaction may not be satisfied; the length of time necessary to consummate the
Proposed Transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully;
the risk that the cost savings, synergies and growth from the Proposed Transaction may not be fully realized or may take longer to realize
than expected; the expected dividends and share repurchases, as well as related growth and yield, may not be approved by the board of
directors of the combined company or realized on the stated timeline or at all; the diversion of management time on transaction-related
issues; the effect of future regulatory or legislative actions on the companies or the industries in which they operate; the risk that
the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; potential liability resulting
from pending or future litigation; changes in the general economic environment, or social or political conditions, that could affect
the businesses; the potential impact of the announcement or consummation of the Proposed Transaction on relationships with customers,
suppliers, competitors, business partners, management and other employees; the ability to hire and retain key personnel; reliance on
and integration of information technology systems; the risks associated with assumptions the parties make in connection with the parties’
critical accounting estimates and legal proceedings; the volatility of oil, gas and natural gas liquids (NGL) prices, including from
changes in trade relations and policies, such as the imposition of tariffs by the U.S., China or other countries; uncertainties inherent
in estimating oil, gas and NGL reserves; the uncertainties, costs and risks involved in Devon’s and Coterra’s operations;
natural disasters and epidemics; counterparty credit risks; risks relating to Devon’s and Coterra’s indebtedness; risks related
to Devon’s and Coterra’s hedging activities; risks related to Devon’s and Coterra’s environmental, social and
governance initiatives; claims, audits and other proceedings impacting the business of Devon or Coterra, including with respect to historic
and legacy operations; governmental interventions in energy markets; competition for assets, materials, people and capital, which can
be exacerbated by supply chain disruptions, including as a result of tariffs or other changes in trade policy; regulatory restrictions,
compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters
and water disposal; cybersecurity risks; risks associated with artificial intelligence and other emerging technologies; Devon’s
and Coterra’s limited control over third parties who operate some of their respective oil and gas properties and investments; midstream
capacity constraints and potential interruptions in production, including from limits to the build out of midstream infrastructure; the
extent to which insurance covers any losses Devon or Coterra may experience; risks related to shareholder activism; general domestic
and international economic and political conditions; the impact of a prolonged federal, state or local government shutdown and threats
not to increase the federal government’s debt limit; as well as changes in tax, environmental and other laws, including court rulings,
applicable to Devon’s and Coterra’s respective businesses.
Additional information concerning other risk factors is also contained
in Devon’s and Coterra’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other SEC filings.
Many of these risks, uncertainties and assumptions are beyond Devon’s
or Coterra’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance
on these forward-looking statements. Nothing in this communication is intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per share of Devon or Coterra for the current or any future financial years or those of the combined
company, will necessarily match or exceed the historical published earnings per share of Devon or Coterra, as applicable. Neither Devon
nor Coterra gives any assurance (1) that either Devon or Coterra will achieve their expectations, or (2) concerning any result or the
timing thereof, in each case, with respect to the Proposed Transaction or any regulatory action, administrative proceedings, government
investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future
financial results.
All subsequent written and oral forward-looking statements concerning
Devon, Coterra, the Proposed Transaction, the combined company or other matters and attributable to Devon or Coterra or any person acting
on their behalf are expressly qualified in their entirety by the cautionary statements above. Devon and Coterra do not undertake, and
expressly disclaim, any duty to update or revise their respective forward-looking statements based on new information, future events
or otherwise.
