Merger OK: Coterra (NYSE: CTRA) shareholders approve Devon deal; closing expected May 7

Rhea-AI Filing Summary

Coterra Energy Inc. held a virtual special meeting on May 4, 2026 and stockholders approved the Agreement and Plan of Merger with Devon Energy Corporation and the related advisory compensation proposal. Voting on the Merger Proposal was 623,592,882 for, 955,933 against, and 1,182,150 abstain. The advisory compensation proposal passed with 570,854,095 for, 53,898,670 against, and 978,187 abstain. The parties state customary closing conditions remain, and they expect the transaction to close on or about May 7, 2026. Devon’s Form S-4 was declared effective by the SEC on March 26, 2026, and definitive proxy/prospectus materials were mailed on or about March 30, 2026.

Insights

M&A Executive

Stockholders approved the merger and advisory vote; closing remains conditional.

The meeting result confirms shareholder consent for the merger and the non-binding advisory compensation vote. Final consummation is subject to the Merger Agreement's customary closing conditions as described in the proxy/prospectus.

Watch for a closing confirmation filing and any closing condition waivers or satisfactions around May 7, 2026; subsequent SEC filings will show final mechanics.

Corporate Secretary / Proxy Specialist

Proxy materials and Form S-4 are effective and were distributed to investors.

Devon's registration statement on Form S-4 was declared effective on March 26, 2026, and the joint definitive proxy/prospectus was mailed on or about March 30, 2026, satisfying disclosure and solicitation steps.

Investors should refer to the joint proxy/prospectus for the full Merger Agreement text and the list of closing conditions; the filing points readers to both companies' SEC filings for detailed terms.

Key Figures

Merger Proposal - For votes: 623,592,882 votes Merger Proposal - Against votes: 955,933 votes Advisory Compensation - For votes: 570,854,095 votes +2 more

5 metrics

Merger Proposal - For votes 623,592,882 votes Coterra special meeting, May 4, 2026

Merger Proposal - Against votes 955,933 votes Coterra special meeting, May 4, 2026

Advisory Compensation - For votes 570,854,095 votes Coterra special meeting, May 4, 2026

Form S-4 effectiveness Declared effective March 26, 2026 Devon registration statement for shares to be issued

Expected closing date on or about May 7, 2026 Parties' stated expectation for transaction close

Key Terms

Agreement and Plan of Merger, Joint Proxy Statement/Prospectus, Form S-4, Broker Non-Votes

4 terms

Agreement and Plan of Merger legal

"adopt and approve the Agreement and Plan of Merger, dated as of February 1, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Joint Proxy Statement/Prospectus regulatory

"described in greater detail in the joint proxy statement/prospectus dated March 30, 2026"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

Form S-4 regulatory

"Devon filed with the SEC a registration statement on Form S-4, as amended"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 623,592,882 | 955,933 | 1,182,150 | 0"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

COTERRA ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10447	04-3072771
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (281) 589-4600 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		CTRA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 4, 2026, Coterra Energy Inc., a Delaware corporation (the “Company” or “Coterra”), held a virtual special meeting of stockholders (the “Coterra Special Meeting”) to consider and vote upon proposals to (i) adopt and approve the Agreement and Plan of Merger, dated as of February 1, 2026 (the “Merger Agreement”), by and among Coterra, Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Devon (“Merger Sub”), the merger of Merger Sub into Coterra (the “merger”) and the other transactions contemplated by the Merger Agreement (the “Coterra Merger Proposal”); and (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Coterra’s named executive officers that is based on or otherwise relates to the merger (the “Advisory Compensation Proposal”). Each of the proposals is described in greater detail in the joint proxy statement/prospectus dated March 30, 2026, as supplemented (the “Joint Proxy Statement/Prospectus”), and first mailed to the Company’s stockholders on or about March 30, 2026. The Coterra Adjournment Proposal, as defined and described in the Joint Proxy Statement/Prospectus, was not acted upon at the Coterra Special Meeting. The final voting results as to each proposal acted on at the Coterra Special Meeting are set forth below.

Proposal 1 – The Coterra Merger Proposal

The Coterra Merger Proposal was approved. Voting results were as follows:

For		Against		Abstain		Broker Non-Votes
623,592,882		955,933		1,182,150		0

Proposal 2 – The Advisory Compensation Proposal

The Advisory Compensation Proposal was approved. Voting results were as follows:

For		Against		Abstain		Broker Non-Votes
570,854,095		53,898,670		978,187		0

Consummation of the transactions contemplated by the Merger Agreement (the “Proposed Transaction”) are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement/Prospectus, which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement/Prospectus. Assuming the satisfaction of such closing conditions, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur on or about May 7, 2026.

Additional Information and Where to Find It

In connection with the Proposed Transaction, Devon filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended, on March 24, 2026 to register the shares of Devon’s common stock to be issued in connection with the Proposed Transaction. The registration statement on Form S-4 was declared effective by the SEC on March 26, 2026. Each of Devon and Coterra filed a definitive Joint Proxy Statement/Prospectus with the SEC on March 30, 2026 and commenced mailing to their respective stockholders on or about March 30, 2026. Each of Devon and Coterra may also file with or furnish to the SEC other relevant documents regarding the Proposed Transaction. This current report on Form 8-K is not a substitute for the Joint Proxy Statement/Prospectus or any other document that Devon or Coterra has filed or may file with or furnish to the SEC. INVESTORS AND SECURITY HOLDERS OF DEVON AND COTERRA ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, COTERRA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain copies of the registration statement and the Joint Proxy Statement/Prospectus and other documents containing important information about Devon and Coterra free of charge from the SEC’s website. The documents filed by Devon with the SEC may be obtained free of charge at Devon’s website at investors.devonenergy.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Devon by requesting them by mail at Devon, Attn. Investor Relations, 333 West Sheridan Ave, Oklahoma City, OK 73102. The documents filed by Coterra with the SEC may be obtained free of charge at Coterra’s website at investors.coterra.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Coterra by requesting them by mail at Coterra, Attn: Investor Relations, Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COTERRA ENERGY INC.
Date: May 4, 2026	By:	/s/ Marcus G. Bolinder
	Name:	Marcus G. Bolinder
	Title:	Corporate Secretary

FAQ

Did Coterra (CTRA) stockholders approve the merger with Devon?

Yes. 623,592,882 votes for approved the Merger Proposal, with 955,933 against and 1,182,150 abstentions, as reported at the special meeting on May 4, 2026.

What was the outcome of the advisory compensation vote related to the merger?

The non-binding advisory compensation proposal was approved with 570,854,095 votes for, 53,898,670 against, and 978,187 abstentions, per meeting results disclosed May 4, 2026.

When do the companies expect the merger to close?

The companies stated they expect to close the transactions on or about May 7, 2026, assuming satisfaction of customary closing conditions in the Merger Agreement.

Has Devon filed the required registration statement for the transaction?

Yes. Devon filed a Form S-4 to register shares to be issued in the transaction; the Form S-4 was declared effective by the SEC on March 26, 2026.

Where can investors find the full Merger Agreement and proxy materials?

Investors can obtain the joint proxy statement/prospectus and Merger Agreement free at www.sec.gov or from Devon's and Coterra's investor relations websites, as stated in the filing.