8-KLeadership ChangesMaterial AgreementsRegulation FD+1

DEVON ENERGY CORP/DE 8-K Report, Material Agreement (Feb 2, 2026)

Filed February 2, 2026For Securities:DVN

Summary

Devon Energy Corporation (DVN) announced on February 2, 2026, via an 8-K filing, a material definitive agreement to merge with Coterra Energy, Inc. This strategic transaction will combine the two Delaware-based energy companies, with Coterra becoming a wholly-owned subsidiary of Devon. Upon completion, existing Devon shareholders will own approximately 54% of the combined entity, while Coterra shareholders will own approximately 46%. The merger is structured as a stock-for-stock transaction where Coterra shareholders will receive 0.70 shares of Devon common stock for each share of Coterra common stock they hold. The combined company will retain the name Devon Energy Corporation and the ticker symbol "DVN", with its principal executive functions based in Houston, Texas, while maintaining a significant presence in Oklahoma City. The transaction is expected to create a more robust energy company with enhanced scale and operational efficiencies. The leadership of the combined entity will see the current Devon CEO remain in that role, while the current Coterra CEO will assume the role of Chair of the combined company's board. The board composition will be eleven directors, with six appointed by Devon and five by Coterra. Both companies' boards have unanimously approved the merger agreement and recommend it to their respective shareholders. The merger is subject to customary closing conditions, including regulatory approvals and shareholder votes from both companies. A termination fee of $865 million is stipulated under certain circumstances.

Key Highlights

  • 1Devon Energy (DVN) to acquire Coterra Energy (CTRA) in a stock-for-stock merger.
  • 2Coterra shareholders to receive 0.70 shares of DVN common stock for each CTRA share.
  • 3Post-merger, DVN shareholders will own approximately 54% and CTRA shareholders will own approximately 46% of the combined company.
  • 4Current DVN CEO to remain CEO; current CTRA CEO to become Chair of the combined company.
  • 5Combined company to be named Devon Energy Corporation (DVN) and maintain its NYSE listing.
  • 6Merger requires approval from shareholders of both Devon and Coterra, as well as regulatory approvals (e.g., HSR Act).
  • 7A termination fee of $865 million is outlined for certain termination events.

Frequently Asked Questions

Coterra Energy shareholders will receive 0.70 shares of Devon Energy common stock for each share of Coterra Energy common stock they own.

Following the closing of the merger, existing Devon Energy shareholders will own approximately 54% of the combined company, and existing Coterra Energy shareholders will own approximately 46%.

The current President and Chief Executive Officer of Devon Energy will serve as the President and Chief Executive Officer of the combined company. The current Chair, Chief Executive Officer, and President of Coterra Energy will become the Chair of the combined company's board of directors.

The merger is subject to several conditions, including approval by shareholders of both Devon and Coterra, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, effectiveness of a registration statement for the issued shares, listing of Devon's common stock on the NYSE, accuracy of representations and warranties, and absence of legal restraints prohibiting the merger.