Devon Energy Corporation press release

Coterra Energy Reports 2025 Results, Provides 2026 Guidance, and Announces Quarterly Dividend

2026-02-26

NYSE - New York Stock Exchange · Oil · Natural Gas · Natural Gas Liquids · United States · Corporate Finance

Coterra Energy Inc. (NYSE: CTRA) (“Coterra” or the “Company”) today reported fourth-quarter and full-year 2025 results, provided full-year 2026 guidance, and declared a quarterly dividend of $0.22 per share.

Tom Jorden, Chairman, CEO and President of Coterra, noted, “Coterra's strong fourth-quarter and full-year 2025 results were driven by efficient capital allocation and strong execution, and are a testament to the quality of our assets and the dedication and professionalism of our employees. Prioritizing safety, financial strength, and shareholder value creation, Coterra is well positioned for a highly capital efficient 2026.

We are excited about the announced merger with Devon Energy and the opportunities created by the combined company. We remain focused on operational excellence and are preparing to integrate the two companies to unlock the value potential of the combined portfolio. This powerful combination builds directly on the foundation we have established, bringing together complementary assets and shared values, including rigorous economic evaluation, disciplined execution, and a common commitment to shareholder value creation. The combined company will have an advantaged platform as a Delaware Basin leader and will hold significant capital allocation optionality. Underpinned by an industry-leading balance sheet, the combined company is expected to deliver meaningfully enhanced free cash flow allowing for a more robust shareholder return program, consisting of a leading base dividend and strong share buyback program, through the commodity cycles."

Key Takeaways & Updates

Fourth quarter 2025: Efficient Execution and Strong Well Results Drove Production Beat

Total barrels of oil equivalent (BOE) and natural gas production beat the high-end of guidance, while oil production beat the midpoint of guidance. Generated $970 million of Cash Flow from Operating Activities (GAAP) and $507 million of Free Cash Flow (non-GAAP). Returned $263 million to shareholders through $170 million of declared dividends and $93 million of share repurchases, which retired 4 million shares at an average price of $24.37 per share. Repaid $100 million of our remaining term loans (issued in connection with the 2025 Delaware Basin acquisitions), leaving $300 million outstanding at year-end, which will be fully repaid in February 2026. Total shareholder returns, including declared dividends, share repurchases, and debt redemption, represented 72% of Free Cash Flow (non-GAAP).

Full-year 2025: Highly Capital Efficient Program, Strong Sequential Oil Volume Growth, and Successful Integration of Delaware Basin Acquisitions

Total BOE and natural gas production exceeded the high-end of our original February 2025 guidance and exceeded the mid-point by 6% and 7%, respectively, while oil production came in at the mid-point of guidance. Completed the integration of Delaware Basin acquisitions (closed in January 2025). Continue to see strong operational execution and upside from the development of new landing zones, lower operating costs, and optimization of midstream commitments. Generated $4.0 billion of Cash Flow from Operating Activities (GAAP) and $2.0 billion of Free Cash Flow (non-GAAP), an increase of 44% and 67%, respectively, from 2024 levels. Annual reinvestment rate was 54%.

2026 Guidance: Disciplined Capital Investment; Consistent with Outlook Provided in November 2025

2026 guidance presented reflects Coterra standalone operations. Following the closing of the Devon and Coterra merger, expected in the second quarter of 2026, full-year guidance for the combined entity will be provided. For more details on annual 2026 guidance, see 2026 Guidance Section in the tables below. Expect annual total production of 750 to 810 MBoepd (thousand barrels of oil equivalent per day), natural gas production of 2,775 to 2,975 MMcfpd (million cubic feet per day), and oil production of 162 to 172 MBopd (thousand barrels of oil per day), in-line with our 2026 outlook provided in November 2025. Our full-year guidance includes the first-quarter impact of winter storm Fern, which is estimated to have had a negative 1.6 MBoepd and 0.7 MBopd annual impact. We anticipate that, including the impact of winter storm Fern, the first quarter will be below the annual average daily production. Full-year 2026 capital expenditures of $2.25 billion, with a range of $2.175 to $2.325 billion. We anticipate that capital will be modestly weighted towards the first half of 2026. Based on recent strip prices and mid-point of capital expenditures, expect reinvestment rate of approximately 50% and Free Cash Flow (non-GAAP) of $2.35 billion.

Transformative Merger with Devon Energy

On February 2, 2026, we announced that we had entered into an agreement with Devon Energy (NYSE: DVN) ("Devon") to combine via an all-stock merger, creating an industry-leading shale operator with a flagship Delaware Basin asset.

The combined entity is expected to unlock substantial value for shareholders, including enhanced Free Cash Flow supported by a balanced commodity mix and diversified assets, unleashing complementary AI capabilities across the enterprise, exceptional synergy potential, and maintaining a strong balance sheet.

Transition planning efforts are underway, led by a team comprised of senior leaders from both companies. In addition to their integration responsibilities, the integration team will also be heavily focused on organization structure and fit, targeting pre-tax synergy capture of $1 billion per year on a run-rate basis by year-end 2027.

The combined company proposes a compelling investment opportunity, offering scale, quality, and an industry-leading balance sheet.

Under the terms of the agreement, Coterra shareholders will receive a fixed exchange ratio of 0.70 share of Devon common stock for each share of Coterra common stock. Upon completion, Devon shareholders will own approximately 54% of the go-forward company and Coterra shareholders will own approximately 46% on a fully diluted basis.

The transaction is expected to close in the second quarter of 2026 and has been unanimously approved by the boards of directors of both companies. The closing of the transaction is subject to customary closing conditions, including approvals from Devon and Coterra shareholders.

Shareholder Return Highlights

Common Dividend: On February 26, 2026, Coterra's Board of Directors approved a quarterly dividend of $0.22 per share, equating to a 2.9% annualized yield, based on the Company's $29.90 closing share price on February 25, 2026. The dividend will be paid on March 25, 2026 to holders of record on March 11, 2026. Share Repurchases: During the quarter, the Company repurchased 4 million shares for $93 million at a weighted-average price of $24.37 per share. During 2025, the Company repurchased 6 million shares for $140 million at a weighted-average price of $24.92 per share. Debt Retirement: During the quarter, the Company paid off $100 million of its $1.0 billion Term Loan related to its 2025 Delaware Basin acquisitions. In 2025, the Company paid off $700 million of its $1.0 billion Term Loan, and will pay off the remaining $300 million in February 2026. Total Shareholder Return: During the quarter, shareholder returns amounted to $263 million, composed of $170 million of declared dividends and $93 million of share repurchases. In 2025, shareholder returns amounted to $820 million, composed of $680 million of declared dividends and $140 million of share repurchases. In 2025, total shareholder returns, including declared dividends, share repurchases, and debt redemption, represented 75% of Free Cash Flow (non-GAAP).

Strong Financial Position

The Company ended the year with a cash balance of $114 million and no debt outstanding under its $2.0 billion revolving credit facility, resulting in total liquidity of approximately $2.1 billion. Coterra's Net Debt to Adjusted EBITDAX ratio (non-GAAP) at December 31, 2025 was 0.8x. The Company expects to maintain a Net Debt to Adjusted EBITDAX ratio (non-GAAP) below 1.0x, through commodity price cycles.

See “Supplemental Non-GAAP Financial Measures” below for descriptions of the above non-GAAP measures as well as reconciliations of these measures to the associated GAAP measures.

2025 Proved Reserves

At December 31, 2025, Coterra's proved reserves totaled 2,565 million barrels of oil equivalent (MMBoe), up approximately 13% year-over-year.

The Company had positive net revisions of prior estimates of 162 MMBoe. This positive revision included a positive 96 MMBoe performance revision and 66 MMBoe due to positive price revisions. The Company also added 167 MMBoe related to acquisitions.

Proved developed producing reserves were up 14% year over year. At year-end 2025, proved undeveloped reserves were 17% of total proved reserves, versus 18% at year-end 2024.

SEC realized commodity prices used to calculate our proved reserves in 2025 for oil, natural gas liquids and natural gas, adjusted for basis and quality differentials, are $64.37 per Bbl, $16.88 per Bbl and $2.37 per Mcf, respectively, compared to 2024 prices of $72.84 per Bbl, $18.16 per Bbl and $1.23 per Mcf.

For a summary of Coterra's estimated proved reserves at December 31, 2025, see the "Year-End Proved Reserves" table below and in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Committed to Sustainability and ESG Leadership

Coterra is committed to environmental stewardship, sustainable practices, and strong corporate governance. The Company's sustainability report can be found under "Sustainability" on www.coterra.com .

Conference Call

Due to the pending merger with Devon, Coterra will not host a conference call or webcast to discuss its 2025 results.

The related earnings presentation can be accessed on the "Events & Presentations" page under the "Investors" section of the Company's website at www.coterra.com .

About Coterra Energy

Coterra is a premier exploration and production company based in Houston, Texas with focused operations in the Permian Basin, Marcellus Shale, and Anadarko Basin. We strive to be a leading energy producer, delivering sustainable returns through the efficient and responsible development of our diversified asset base. Learn more about us at www.coterra.com .

Additional Information and Where to Find It

In connection with the proposed merger (the “Proposed Transaction”) of Devon Energy Corporation (“Devon”) and 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, Oklahoma 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.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements of historical fact and reflect Coterra's current views about future events. Such forward-looking statements include, but are not limited to, statements about the Proposed Transaction, returns to shareholders (including anticipated future dividend increases), enhanced shareholder value, reserves estimates, future financial and operating performance, and goals and commitment to sustainability and ESG leadership, strategic pursuits and goals, including with respect to the publication of Coterra’s Sustainability Report, and other statements that are not historical facts contained in this press release. The words "expect," "project," "estimate," "believe," "anticipate," "intend," "budget," "plan," "predict," "potential," "possible," "may," "should," "could," "would," "will," "strategy," "outlook", "guide" and similar expressions are also intended to identify forward-looking statements. We can provide no assurance that the forward-looking statements contained in this press release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the risk that Devon or Coterra may be unable to obtain regulatory and shareholder 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 other conditions 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 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; the potential impact of the announcement or consummation of the Proposed Transaction on relationships with customers, suppliers, competitors, business partners, management and other employees; 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 in commodity prices for crude oil and natural gas; cost increases; the effect of future regulatory or legislative actions; the impact of public health crises, including pandemics (such as the coronavirus pandemic) and epidemics and any related governmental policies or actions on Coterra’s business, financial condition and results of operations; actions by, or disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries; market factors; market prices (including geographic basis differentials) of oil and natural gas; impacts of inflation; labor shortages and economic disruption (including as a result of geopolitical disruptions such as the war in Ukraine or conflict in the Middle East); determination of reserves estimates, adjustments or revisions, including factors impacting such determination such as commodity prices, well performance, operating expenses and completion of Coterra’s annual PUD reserves process, as well as the impact on our financial statements resulting therefrom; the presence or recoverability of estimated reserves; the ability to replace reserves; environmental risks; drilling and operating risks; exploration and development risks; competition; the ability of management to execute its plans to meet its goals (including successful integration of the Delaware Basin acquisitions into Coterra's operations); and other risks inherent in Coterra's businesses. In addition, the declaration and payment of any future dividends (or any increases thereto), whether regular base quarterly dividends, variable dividends or special dividends, as well as any share repurchases or pay downs of existing debt, will depend on Coterra's financial results, cash requirements, future prospects and other factors deemed relevant by Coterra's Board. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Coterra's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC, which are available on Coterra's website at www.coterra.com .