8-KLeadership ChangesAcquisitions & DispositionsCorporate Changes+2

DEVON ENERGY CORP/DE 8-K Report, Acquisition Completed (May 7, 2026)

Filed May 7, 2026For Securities:DVN

Summary

Devon Energy Corporation (DVN) has officially completed its acquisition of Coterra Energy Inc. through a merger, effective May 7, 2026. Under the terms of the merger, Coterra shareholders received 0.70 shares of Devon's common stock for each share of Coterra they held. This strategic move signifies a significant consolidation within the energy sector. The filing also details the treatment of Coterra's equity awards, including restricted stock units and stock options, and outlines changes to Devon's board of directors and executive management team to integrate Coterra's leadership. Furthermore, Devon has amended its restated certificate of incorporation to double its authorized shares of common stock, a move anticipated to support future growth and integration following the merger.

Key Highlights

  • 1Completion of the merger between Devon Energy Corporation and Coterra Energy Inc. is confirmed, with Coterra shareholders receiving 0.70 shares of Devon common stock per Coterra share.
  • 2The merger has resulted in a significant expansion of Devon's board of directors, incorporating key individuals from Coterra's leadership team.
  • 3Shannon E. Young III has been appointed as Executive Vice President and Chief Financial Officer, succeeding Jeffrey L. Ritenour, who will transition to Executive Vice President and Chief Corporate Development Officer.
  • 4Gregory F. Conaway has been appointed as Vice President and Chief Accounting Officer, succeeding John Sherrer, who will remain as Vice President, Accounting and Controller.
  • 5Devon's authorized common stock has been increased from 1,000,000,000 to 2,000,000,000 shares, effective May 7, 2026.
  • 6The filing includes incorporated financial statements of Coterra and pro forma combined financial information reflecting the merger.
  • 7Certain former Coterra directors have joined the Devon board, while several existing Devon directors have resigned.

Frequently Asked Questions

Coterra shareholders received 0.70 shares of Devon Energy Corporation common stock for each share of Coterra common stock they held.

Vested Coterra restricted stock units (RSUs) and performance stock units (PSUs) were converted into Devon common stock, with performance-based awards exceeding target paid in cash. Unvested Coterra RSUs and PSUs were converted into equivalent Devon RSUs and PSUs, maintaining original terms. Coterra stock options were cancelled and converted into a cash payment equal to the 'in the money' amount.

The Devon board now includes six legacy Devon directors and five legacy Coterra directors. Thomas E. Jorden (from Coterra) has been appointed non-executive Chair, and Brent Smolik (from Devon) is the Lead Independent Director. Shannon E. Young III (formerly Coterra's CFO) is the new EVP and CFO, and Gregory F. Conaway (formerly Coterra's CAO) is the new VP and Chief Accounting Officer. Several directors and officers from both companies have departed or transitioned roles.

Devon amended its certificate of incorporation to increase the number of authorized shares of common stock from 1,000,000,000 to 2,000,000,000. This increase, approved by stockholders, is generally to provide flexibility for future corporate actions, including potential stock issuances for acquisitions, employee compensation, or other strategic initiatives following the Coterra merger.