Capital Stock

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Capital Stock

Capital Stock

Issuance of Common Stock

Subsequent Event. Upon the closing of the FME acquisition in January 2025, the Company issued 28,190,682 shares of its common stock to the sellers of the FME Interests. The shares were valued at $785 million based on the closing price of the stock on the date of issuance. The shares are unregistered and subject to a registration rights agreement that requires the Company to file a registration statement with the SEC no later than 120 days after closing of the transaction.

Dividends

Common Stock

The following table summarizes the dividends the Company has paid on its common stock during 2024, 2023 and 2022:

	Rate per share
	Base(1)		Variable		Total		Total Dividends Paid (In millions)
2024:
First quarter	$	0.21	$	—	$	0.21	$	160
Second quarter	0.21		—		0.21		158
Third quarter	0.21		—		0.21		156
Fourth quarter	0.21		—		0.21		156
Total year-to-date	$	0.84	$	—	$	0.84	$	630
2023:
First quarter	$	0.20	$	0.37	$	0.57	$	438
Second quarter	0.20		—		0.20		153
Third quarter	0.20		—		0.20		153
Fourth quarter	0.20		—		0.20		151
Total year-to-date	$	0.80	$	0.37	$	1.17	$	895
2022:
First quarter	$	0.15	$	0.41	$	0.56	$	455
Second quarter	0.15		0.45		0.60		484
Third quarter	0.15		0.50		0.65		519
Fourth quarter	0.15		0.53		0.68		533
Total year-to-date	$	0.60	$	1.89	$	2.49	$	1,991

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

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

Treasury Stock

In February 2023, the Company’s Board of Directors terminated the previously authorized share repurchase program and approved a new share repurchase program which authorizes the purchase of up to $2.0 billion of the Company’s common stock. During 2024, the Company repurchased and retired 17 million shares of common stock for $464 million under its repurchase program. During 2023, the Company repurchased and retired 17 million shares of common stock for $418 million under its repurchase program. As of December 31, 2024, the Company’s had $1.1 billion remaining under its current share repurchase program.

In February 2022, the Company’s Board of Directors authorized a share repurchase program up to $1.25 billion of the Company’s common stock in the open market or in negotiated transactions, which was fully executed at December 31, 2022.

During 2024, 2023 and 2022, the Company withheld and retired 351,791, 332,634 and 320,236 shares of common stock, respectively, valued at $8 million, $9 million and $9 million, respectively, related to shares withheld for taxes upon the vesting of certain restricted stock awards.

Dividend Restrictions

The Board of Directors of the Company determines the amount of future cash dividends, if any, to be declared and paid on the common stock depending on, among other things, the Company’s financial condition, funds from operations, the level of its

capital and exploration expenditures and its future business prospects. None of the senior note or credit agreements in place have restricted payment provisions or other provisions which currently limit the Company’s ability to pay dividends.

Redeemable Preferred Stock

In October 2021, in connection with the merger with Cimarex, the Company assumed the obligations associated with Cimarex’s preferred stock, par value $0.01 per share, designated as 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock was originally issued by Cimarex and remains on the Cimarex balance sheet after the merger. The Company accounts for the Preferred Stock as a non-controlling interest, which is immaterial for reporting purposes.

During the years ended December 31, 2023 and 2022, holders of a portion of the Preferred Stock elected to convert their Preferred Stock into Coterra common stock and cash as follows:

	2023		2022
Preferred stock converted into Coterra common stock	2,000		21,900
Coterra common stock issued	79,285		809,846
Cash paid for conversion (in millions)	$	1	$	10
Book value of preferred shares at conversion (in millions)	$	3	$	39

There were no Preferred Stock conversions during the year ended December 31, 2024.

Upon conversion of the Preferred Stock, the excess of carrying value over cash paid was credited to additional paid-in capital in the Consolidated Balance Sheet. There was no gain or loss recognized on the transactions as the shares were converted in accordance with the original terms of the Certificate of Designations for the Preferred Stock. At December 31, 2024, there were 4,265 shares of Preferred Stock outstanding with a carrying value of $8 million.