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 March 11, 2026:
March 11 | Coterra and Devon merger
integration update
Post Close Organizational Structure
We are pleased to share additional
details on the planned post-close organizational structure. As we continue preparing for the combination of Coterra and Devon, one goal
remains clear - the executive team is committed to designing an organizational structure that enhances performance, maximizes synergies,
and accelerates integration planning across the combined organization.
Organizational structure and function
by executive team leader
| · | Adam
Vela, General Counsel, SVP |
Legal,
Public & Government Affairs, Records, Security
| · | Andrea
Alexander, Chief Administrative Officer, SVP |
Community
Relations, Corporate Services, Internal Communications, Human Resources, Real Estate & Facilities
| · | Blake
Sirgo, Operations, EVP |
Drilling
& Completions, EHS, Sustainability, Supply Chain
| · | Kevin
Smith, Subsurface, SVP (reporting to Blake Sirgo) |
Operations
Planning, Reserves, Shared Technical Services, Well Performance Lookbacks
| · | Jeff
Ritenour, Chief Corporate Development Officer, EVP |
Business
Development, Long-term Strategy, Midstream & Marketing
| · | John
Raines, E&P EVP, Permian |
Facilities
Engineering, Field Operations, Geosciences, Land, Midstream Ops & Infrastructure, Production Engineering, Regulatory, Reservoir Engineering
| · | Michael
DeShazer, E&P EVP, Anadarko, Eagle Ford, Marcellus, Rockies |
Facilities
Engineering, Field Operations, Geosciences, Land, Midstream Ops & Infrastructure, Production Engineering, Regulatory, Reservoir Engineering
| · | Shane
Young, Chief Financial Officer, EVP |
Accounting,
Aviation, Corporate Planning, Finance & Treasury, Internal Audit, Investor Relations, Tax
| · | Trey
Lowe, Chief Technology Officer, EVP |
AI
& Digital, Digital Security, Information Technology
| · | Tom
Hellman, New Ventures, SVP (reporting to Trey Lowe) |
Enhanced
Oil Recovery, Energy Ventures, Exploration, Geothermal, Shared Technical Services
This preliminary description
of responsibilities may have future changes and is not intended to be a description of specific roles, final organizational design, nor
should it be intended to indicate workplace location or selection of people.
What comes next
The next phase of the organization
design work will focus on any necessary refinements, senior leadership roles, team structures, and location decisions. We will communicate
these decisions at closing.
Staying connected
We remain committed to regular communication.
We will share all subsequent updates on The Landing every other week, beginning March 17th. If we have an update outside of
this regular cadence, we will send you an email notification.
Reminder
Until the transaction closes,
Coterra and Devon will continue to operate as independent companies. We ask that you remain focused on safety, operational excellence,
and supporting one another as we work through the integration planning process.
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 2025 fiscal year filed with the SEC on February 27, 2026 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000858470/000085847026000073/cog-20251231.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.
