Devon Energy (NYSE: DVN) approves Coterra merger; authorized shares doubled

Rhea-AI Filing Summary

Devon Energy Corporation held a special stockholder meeting and approved the merger with Coterra Energy and an increase in authorized common shares. Stockholders approved the Stock Issuance Proposal and the Authorized Share Charter Amendment to raise authorized common stock from 1,000,000,000 to 2,000,000,000. Voting results were reported for each proposal. The Form S-4 registering shares for the transaction was declared effective on March 26, 2026, and the joint proxy/prospectus was first mailed on or about March 30, 2026. The company states that, assuming satisfaction of closing conditions in the Merger Agreement, it expects the transactions to close on or about May 7, 2026.

Insights

M&A Analyst

Approvals clear corporate and charter steps toward closing the Devon–Coterra merger.

The stockholder votes authorized the issuance of Devon shares under the Merger Agreement and increased authorized common shares to 2,000,000,000. These approvals remove key corporate impediments but closing remains subject to the Merger Agreement's closing conditions.

Key items to watch in subsequent filings include confirmation that closing conditions were satisfied and the actual closing notice; timing is tied to the company’s statement expecting a close on or about May 7, 2026.

Corporate Governance Specialist

Charter amendment provides legal capacity to issue the merger consideration as described in the S-4.

Doubling authorized common shares from 1,000,000,000 to 2,000,000,000 aligns the charter with the share issuance mechanics in the Merger Agreement and the Form S-4 declared effective on March 26, 2026. This is a standard governance step to enable share issuance.

Subsequent public filings should show the closing notice and any post-closing charter filings; timing and cash‑flow treatment are governed by the Merger Agreement and the joint proxy/prospectus.

Key Figures

Authorized shares (before): 1,000,000,000 shares Authorized shares (after): 2,000,000,000 shares Stock Issuance Proposal votes For: 470,046,943 votes +4 more

7 metrics

Authorized shares (before) 1,000,000,000 shares prior authorized common stock

Authorized shares (after) 2,000,000,000 shares post-Charter amendment approved at meeting

Stock Issuance Proposal votes For 470,046,943 votes Stock Issuance Proposal reported tally

Authorized Share Amendment votes For 468,262,401 votes Authorized Share Charter Amendment Proposal tally

Form S-4 effectiveness March 26, 2026 Form S-4 declared effective by SEC

Joint proxy mailed March 30, 2026 Joint Proxy Statement/Prospectus first mailed

Expected closing date on or about May 7, 2026 Company stated expected closing timing

Key Terms

Merger Agreement, Form S-4, Joint Proxy Statement/Prospectus, Broker Non-Votes, +1 more

5 terms

Merger Agreement legal

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

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Form S-4 regulatory

"registration statement on Form S-4, as amended, on March 24, 2026"

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.

Joint Proxy Statement/Prospectus regulatory

"joint proxy statement/prospectus dated March 30, 2026, as supplemented"

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.

Broker Non-Votes market

"Broker Non-Votes 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.

Authorized Share Charter Amendment corporate

"increase the number of authorized shares of the Companys common stock from 1,000,000,000 to 2,000,000,000"

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

Devon Energy Corporation

(Exact name of Registrant as specified in its charter)

DELAWARE		001-32318		73-1567067
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

333 W. SHERIDAN AVE., OKLAHOMA CITY, OKLAHOMA		73102-5015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

Not Applicable

(Former name, former address or former fiscal year, if changed since last report)

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:

☒ 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		DVN		The 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, Devon Energy Corporation, a Delaware corporation (the “Company” or “Devon”), held a virtual special meeting of stockholders (the “Devon Special Meeting”) to consider and vote upon proposals to (i) approve the issuance of shares of the Company’s common stock, par value $0.10 per share, to stockholders of Coterra Energy Inc., a Delaware corporation (“Coterra”), pursuant to the Agreement and Plan of Merger, dated as of February 1, 2026 (the “Merger Agreement”), by and among the Company, Coterra and Cubs Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of the Company (the “Stock Issuance Proposal”) and (ii) approve an amendment of the Company’s restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock from 1,000,000,000 to 2,000,000,000 (the “Authorized Share Charter Amendment Proposal” and, together with the Stock Issuance Proposal, the “Devon Merger Proposals”).

The final voting results as to each proposal are set forth below. 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.

Proposal One - The Stock Issuance Proposal.

The Stock Issuance Proposal was approved. Voting results were as follows:

For		Against		Abstain		Broker Non-Votes
470,046,943		4,149,656		1,150,100		0

Proposal Two - The Authorized Share Charter Amendment Proposal.

The Authorized Share Charter Amendment Proposal was approved. Voting results were as follows:

For		Against		Abstain		Broker Non-Votes
468,262,401		5,833,875		1,250,423		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 merger of Devon and Coterra, 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 or a solicitation of any vote of approval, 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

						DEVON ENERGY CORPORATION
Date: May 4, 2026						/s/ Christopher J. Kirt
						Christopher J. Kirt
						Vice President Corporate Governance and Secretary

FAQ

What did Devon Energy (DVN) stockholders approve at the May 4, 2026 meeting?

Stockholders approved the Stock Issuance Proposal and the Authorized Share Charter Amendment to increase authorized common shares from 1,000,000,000 to 2,000,000,000. Voting tallies for each proposal were reported in the filing.

When does Devon expect the Devon–Coterra merger to close?

Devon stated it expects the closing of the transactions contemplated by the Merger Agreement to occur on or about May 7, 2026, subject to satisfaction of the Merger Agreement's closing conditions.

Has Devon registered the shares to be issued in the merger?

Yes. Devon filed a registration statement on Form S-4 on March 24, 2026, and the Form S-4 was declared effective by the SEC on March 26, 2026 to register the shares to be issued.

Where can I read the full terms of the merger between Devon and Coterra?

The Merger Agreement is attached as Annex A to the joint proxy statement/prospectus first mailed on or about March 30, 2026. Copies are available on the SEC website and Devon's investor site free of charge.

What were the vote counts for the Stock Issuance Proposal?

The Stock Issuance Proposal vote count reported was For: 470,046,943; Against: 4,149,656; Abstain: 1,150,100; Broker Non-Votes: 0, as disclosed in the filing.