On January 27, 2025, the Company closed on its acquisition of all of the issued and outstanding equity ownership interests of a group of privately owned oil and gas exploration and production companies with assets and operations in the Delaware Basin of New Mexico (the “FME Interests”) for total consideration of $2.5 billion, which included $1.7 billion in cash and the issuance of 28,190,682 shares of the Company’s common stock valued at $785 million based on the closing price of the Company’s common stock on the closing date.

The transaction was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of the FME Interests were recorded at their respective fair values as of the effective closing date of the acquisition. The Company does not anticipate any significant changes to the preliminary purchase price allocation. Management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed and expects to finalize the purchase price allocation in first quarter of 2026.

Determining the fair value of the assets and liabilities of the FME Interests requires judgment and certain assumptions to be made. The most significant fair value estimates relate to the valuation of the oil and gas properties and gathering and pipeline systems. Oil and gas properties and gathering and pipeline systems were valued using an income and market approach utilizing Level 3 inputs including internally generated production and development data and estimated price and cost estimates.

The following table represents the preliminary allocation of the total purchase price of the FME Interests to the identifiable assets acquired and liabilities assumed based on the fair values as of the closing date of the acquisition:


(In millions, except shares and share price)	Preliminary Purchase Price Allocation
Consideration:
Coterra common stock issued in exchange for FME equity interests	28,190,682
Coterra common stock closing price on January 27, 2025	$	27.83
Total value of Coterra common stock issued	$	785
Cash consideration (1)	1,733




Total consideration	$	2,518

Assets acquired:
Current assets	$	178
Proved oil and gas properties	1,833
Unproved oil and gas properties	590
Gathering and pipeline systems	172
Other assets	6
Total assets acquired	$	2,779
Liabilities assumed:
Current liabilities	$	239
Asset retirement obligations	13
Other liabilities	9
Total liabilities assumed	$	261

Net assets acquired	$	2,518

(1)Cash consideration included the releases of escrow funds totaling $123 million. These funds were included in restricted cash in the Condensed Consolidated Balance Sheet as of December 31, 2024.

On January 17, 2025, the Company closed on the acquisition of certain interests in oil and gas properties located in the Delaware Basin in New Mexico from certain privately owned sellers for total cash consideration of $1.5 billion (the “Avant assets”).

The transaction was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities acquired in the Avant assets acquisition were recorded at their respective fair values as of the closing date of the acquisition. The Company does not anticipate any significant changes to the preliminary purchase price

allocation. Management continues to refine the preliminary valuation of certain assets acquired and liabilities assumed and expects to finalize the purchase price allocation in first quarter of 2026.

Determining the fair value of the assets and liabilities of the Avant assets requires judgment and certain assumptions to be made. The most significant fair value estimates relate to the valuation of the oil and gas properties and gathering and pipeline systems. Oil and gas properties and gathering and pipeline systems were valued using an income and market approach utilizing Level 3 inputs including internally generated production and development data and estimated price and cost estimates.

The following table represents the preliminary allocation of the total purchase price of the Avant assets to the identifiable assets acquired and liabilities assumed based on the fair values as of the closing date of the acquisition:


(In millions)	Preliminary Purchase Price Allocation
Consideration:
Cash consideration (1)	$	1,518


Total consideration	$	1,518

Assets acquired:
Current assets	$	34
Proved oil and gas properties	640
Unproved oil and gas properties	696
Gathering and pipeline systems	161
Other assets	1
Total assets acquired	$	1,532
Liabilities assumed:
Current liabilities	$	3


Asset retirement obligations	6
Other liabilities	5

Total liabilities assumed	$	14

Net assets acquired	$	1,518

(1)Cash consideration included the releases of escrow funds totaling $109 million. These funds were included in restricted cash in the Condensed Consolidated Balance Sheet as of December 31, 2024.

The results of operations of the FME Interests and Avant assets have been included in the Company’s condensed consolidated financial statements since the closing date of the acquisitions. The following supplemental pro forma financial information for the nine months ended September 30, 2025 and 2024 and the three months ended September 30, 2024 have been prepared to give effect to the acquisitions of the FME Interests and the Avant assets as if they had occurred on January 1, 2024. The information below reflects pro forma adjustments based on available information and certain assumptions that the Company believes are factual and supportable. The pro forma results of operations do not include any cost savings or other

synergies that may result from the acquisitions or any estimated costs that have been or will be incurred by the Company to integrate the FME Interests and Avant assets.

The pro forma financial information is not necessarily indicative of the results that might have occurred had the transactions actually taken place on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma financial information because of normal production declines, changes in commodity prices, future acquisitions and divestitures, future development and exploration activities and other factors.


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2024		2025		2024
Pro forma revenue	$	1,713	$	5,781	$	5,021
Pro forma net income	$	355	$	1,641	$	1,093