How much is Devon paying for Coterra and in what form?

The deal is all-stock. Devon issued about 531.6 million shares to Coterra holders at the 0.70 exchange ratio, valued at roughly $24.8 billion using Devon's $46.60 closing price on May 6, 2026. Replacement equity awards add about $175 million, bringing total consideration to roughly $24.9 billion.

How does the combination change Devon's share count and per-share earnings base?

Pro forma weighted average basic shares for Q1 2026 rise to about 1,148 million, from 616 million for Devon alone, because the 532 million shares issued to Coterra holders are included. Any per-share comparison should use this larger base, and the pro forma figures do not show what per-share earnings would have been without the deal.

Why are pro forma earnings lower than the simple sum of the two companies?

The main reason is purchase accounting. Coterra's oil and gas properties are stepped up to fair value by about $12.6 billion, which raises depreciation, depletion and amortization by $717 million for 2025 and $240 million for Q1 2026. Higher deferred tax liabilities of about $2.9 billion also apply. Transaction costs of $50 million are included as well.

Are these pro forma numbers final, and can investors rely on them for valuation?

No. Devon says the purchase price allocation is preliminary and that it has not finished the detailed valuation study. Fair values of acquired reserves, properties and liabilities may change materially, which would change the step-up, DD&A and deferred taxes. The statements are also not a forecast and exclude synergies, so they should be used as an illustrative guide until the final allocation is filed.

Does this filing include any new guidance or capital allocation changes?

No. This 8-K only furnishes the pro forma financial statements tied to the completed merger and related notes. It does not provide new production, capital expenditure or shareholder return guidance, and it does not quantify expected cost or revenue synergies.

DVN 8-K SEC Disclosure — May 22, 2026

01—Abstract

Summary

Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.

On May 7, 2026, Devon Energy completed its all-stock acquisition of Coterra Energy, with each Coterra share converted into 0.70 Devon shares.

This 8-K furnishes unaudited pro forma combined financial statements (balance sheet as of March 31, 2026; statements of operations for Q1 2026 and full-year 2025) as if the merger had closed on those dates. Devon issued approximately 531.6 million shares, and the preliminary total consideration is about $24.9 billion^a, based on Devon's $46.60 closing price on May 6, 2026. Pro forma combined total assets are roughly $69.5 billion and total equity about $40.4 billion, while pro forma combined revenue for 2025 was about $24.8 billion.

Pro forma net earnings attributable to Devon were about $3.8 billion^b for 2025, and about $401 million for Q1 2026. The pro forma figures show the scale of the combination: pro forma weighted basic shares rise to roughly 1,148 million for Q1 2026 from 616 million historically, and Coterra's oil and gas properties add about $12.6 billion of fair value step-up. That step-up drives roughly $2.9 billion of incremental deferred tax liabilities and higher pro forma DD&A, which lowers pro forma earnings relative to a simple sum of the two companies.

Management has excluded expected synergies and integration costs from these statements, so the figures reflect a mechanical combination rather than an estimate of future performance. Investors should treat these statements as preliminary.

Devon has not completed the detailed valuation study, so the purchase price allocation, depreciation expense, deferred taxes and other fair value amounts may change materially. The filing is informational and does not contain new guidance, a change in capital allocation, or updated operating outlook beyond the merger itself.

02—Key points

Key Highlights

Merger closed May 7, 2026: Coterra Energy became a wholly owned subsidiary of Devon, with each Coterra share exchanged for 0.70 Devon shares plus cash in lieu of fractions.
Preliminary total consideration of about $24.9 billion, including 531.6 million Devon shares issued at a $46.60 closing price on May 6, 2026, plus $175 million of replacement share-based awards.
Pro forma total assets of $69.5 billion and total equity of $40.4 billion as of March 31, 2026, versus Devon standalone assets of $32.5 billion and equity of $15.4 billion.
Pro forma 2025 revenue of $24.8 billion and net earnings attributable to Devon of $3.8 billion, versus standalone Devon net earnings attributable of $2.6 billion.
Pro forma Q1 2026 net earnings of $401 million, or $0.35 per diluted share, on 1,150 million diluted weighted average shares, compared with $0.19 per share for Devon standalone.
Purchase accounting adds about $12.6 billion to oil and gas property carrying value and $2.9 billion of deferred tax liabilities, which increases pro forma DD&A by about $717 million for 2025 and $240 million for Q1 2026.
Pro forma figures are preliminary and exclude expected synergies and associated costs. Transaction costs of $50 million ($39 million after tax) are reflected in the statements.

03—Questions

Frequently Asked Questions

How much is Devon paying for Coterra and in what form?
The deal is all-stock. Devon issued about 531.6 million shares to Coterra holders at the 0.70 exchange ratio, valued at roughly $24.8 billion using Devon's $46.60 closing price on May 6, 2026. Replacement equity awards add about $175 million, bringing total consideration to roughly $24.9 billion.
How does the combination change Devon's share count and per-share earnings base?
Pro forma weighted average basic shares for Q1 2026 rise to about 1,148 million, from 616 million for Devon alone, because the 532 million shares issued to Coterra holders are included. Any per-share comparison should use this larger base, and the pro forma figures do not show what per-share earnings would have been without the deal.
Why are pro forma earnings lower than the simple sum of the two companies?
The main reason is purchase accounting. Coterra's oil and gas properties are stepped up to fair value by about $12.6 billion, which raises depreciation, depletion and amortization by $717 million for 2025 and $240 million for Q1 2026. Higher deferred tax liabilities of about $2.9 billion also apply. Transaction costs of $50 million are included as well.
Are these pro forma numbers final, and can investors rely on them for valuation?
No. Devon says the purchase price allocation is preliminary and that it has not finished the detailed valuation study. Fair values of acquired reserves, properties and liabilities may change materially, which would change the step-up, DD&A and deferred taxes. The statements are also not a forecast and exclude synergies, so they should be used as an illustrative guide until the final allocation is filed.
Does this filing include any new guidance or capital allocation changes?
No. This 8-K only furnishes the pro forma financial statements tied to the completed merger and related notes. It does not provide new production, capital expenditure or shareholder return guidance, and it does not quantify expected cost or revenue synergies.

04—Continue

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