COG Cabot Oil and Gas Corp

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to Coterra Energy Inc.’s (formerly known as Cabot Oil & Gas Corporation, “Coterra”) Registration Statement on Form S-8, Registration Statement No. 33-71134 (the “Cabot Registration Statement”), and to Coterra’s Registration Statement on Form S-8, Registration Statement No. 333-265751 (the “Coterra Registration Statement” and, together with the Cabot Registration Statement, the “Registration Statements”), is being filed to (i) terminate the effectiveness of the Cabot Registration Statement and to deregister all unsold shares of its common stock, par value $0.10 per share (“Common Stock”), and plan interests registered for sale under the Cabot Oil & Gas Corporation Savings Investment Plan (the “Cabot Plan”) and (ii) terminate the effectiveness of the Coterra Registration Statement and to deregister all unsold shares of Common Stock and plan interests registered for sale under the Cimarex Energy Co. 401(k) Plan (the “Cimarex Plan”).

Effective as of January 1, 2023, Coterra amended and restated the Cabot Plan, merged the Cimarex Plan into the Cabot Plan, changed the name of the plan to the Coterra Energy Inc. Retirement Savings Plan, and made various other changes, including the termination and liquidation of the Common Stock fund. Shares of Common Stock are no longer offered under the Cabot Registration Statement or the Coterra Registration Statement. Coterra is filing this Post-Effective Amendment No. 1 in accordance with the undertaking in each of the Registration Statements to terminate the effectiveness of the Registration Statements and to remove from registration by means of a post-effective amendment any of the shares of Common Stock and plan interests which remain unsold at the termination of the offering.