KIMMERIDGE COMMENTS ON PROPOSED MERGER OF COTERRA AND DEVON

Rhea-AI Summary

Argus Feb 3 session

+2.42% close to close Open Argus

Details

News Market Reaction – DVN

On Feb 3, the first trading day after this news, DVN closed 2.42% above the previous close.

Data tracked by StockTitan Argus for the Feb 3 session.

Market Context

This announcement highlights shareholder support from Kimmeridge for the all‑stock merger between De...

Analysis

This announcement highlights shareholder support from Kimmeridge for the all‑stock merger between Devon and Coterra, alongside a call for portfolio rationalization and focus on the Delaware Basin. Historically, Devon’s acquisition-related moves, including a $5 billion Williston Basin deal and a pipeline interest sale, drew mixed short-term price responses. Investors may watch the forthcoming S‑4 filing, governance details, and regulatory milestones, as well as how the combined company’s asset mix compares with prior strategic transactions.

Key Figures

Exchange ratio: 0.70 DVN shares per CTRA share Devon holder ownership: 54% Coterra holder ownership: 46% +5 more

Exchange ratio

0.70 DVN shares per CTRA share

All-stock merger terms from Form 425/8-K

Devon holder ownership

54%

Expected post-merger ownership of combined company

Coterra holder ownership

46%

Expected post-merger ownership of combined company

Termination fee

$865,000,000

Potential fee payable in certain merger termination scenarios

Expense reimbursement cap

$40,000,000

Reimbursement if stockholder approvals are not obtained in some cases

BlackRock ownership

49,513,335 shares

Reported in Schedule 13G/A, representing 7.9% of DVN

BlackRock stake percentage

7.9%

Portion of Devon’s common stock class per Schedule 13G/A

Trading volume

21,787,044 shares

Volume on merger-announcement day vs 20-day average

Previous Acquisition Reports

2 past events · Latest: May 06

Same Type 2 events

1. May 06

   Pipeline stake sale

   24h Move

   -1.0%

   Sale of Matterhorn Express Pipeline interests including Devon’s position.

2. Jul 08

   Williston acquisition

   24h Move

   -1.1%

   Announced $5B Williston Basin acquisition and larger buyback program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

all-stock transaction, s-4

2 terms

all-stock transaction financial

"to merge in an all-stock transaction."

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

s-4 regulatory

"as well as the S-4 merger filing to better understand"

Form S-4 is a U.S. securities filing companies must submit when they offer new stock as part of a merger, acquisition, exchange offer or other business combination; it discloses the deal terms, pro forma financials, and key risks. Investors use it like an instruction manual for a transaction — it shows how ownership, value and potential dilution will change, helping assess whether the deal improves or harms shareholder value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 2, 2026 /PRNewswire/ -- Kimmeridge Energy Management Company, LLC, a private investment firm focused on the energy sector, today issued the following statement in response to an announced definitive agreement for Coterra Energy (NYSE: CTRA) and Devon Energy (NYSE: DVN) to merge in an all-stock transaction.

Mark Viviano, Managing Partner at Kimmeridge, said: "As a significant shareholder in both companies, we are supportive of a combination that can unlock meaningful shareholder value. We continue to believe that will require portfolio rationalization and a renewed focus on the Delaware basin. Having formally submitted director nominees, we now eagerly await the disclosure of Coterra's slate, as well as the S-4 merger filing to better understand the competitive process its Board undertook to reach this outcome."

Kimmeridge previously sent an Open Letter to Coterra's Board of Directors on November 4, 2025, outlining urgent and very practical steps to address Coterra's governance failures and to unlock shareholder value.

About Kimmeridge

 Founded in 2012 by Ben Dell, Dr. Neil McMahon and Henry Makansi, Kimmeridge is an alternative asset manager focused on the energy sector. The firm is differentiated by its direct investment approach, deep technical knowledge, active portfolio management, proprietary research, and data gathering. Public engagement is one of the firm's core strategies, launched in early 2020 to reform the public E&P sector and generate differentiated returns. Since inception, the platform has outperformed the S&P 500 and relevant indices 2x on an annualized basis, under the direction of Managing Partner, Mark Viviano. Prior to joining Kimmeridge, Mr. Viviano spent nearly two decades at Wellington Management, responsible for firm-wide equity research coverage of the North American and international E&P sectors, as well as co-portfolio manager for the Global Natural Resources and the Select Energy Opportunity strategies. www.kimmeridge.com

Cautionary Statement Regarding Forward-Looking Statements

This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains "forward-looking statements". Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks, uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Kimmeridge's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Kimmeridge that the future plans, estimates or expectations contemplated will ever be achieved.

Contact:
Kekst-Kimmeridge@kekstcnc.com

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SOURCE Kimmeridge