Devon Energy (NYSE: DVN) settles Coterra note exchanges and signs registration rights deal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Devon Energy Corporation completed the settlement of private exchange offers for outstanding senior notes issued by its subsidiary Coterra Energy Inc., exchanging them for new Devon notes and cash. Existing Coterra notes tendered in the offers were retired and canceled.

After settlement, Coterra had $585,855,000 of 3.90% notes due 2027 exchanged, leaving $101,362,000 outstanding, and $385,960,000 of 4.375% notes due 2029 exchanged, leaving $47,211,000 outstanding, with similar exchanges across longer‑dated series.

Devon issued new unsecured notes under its August 28, 2024 base indenture, as supplemented by a Third Supplemental Indenture dated June 25, 2026. It also entered a registration rights agreement requiring it to use commercially reasonable efforts to register exchange offers for the new notes, and to pay up to an additional 1.0% in annual interest if certain deadlines, including completing the registered exchange offers within 450 days of settlement, are not met.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

3.90% 2027 notes exchanged: $585,855,000 3.90% 2027 notes remaining: $101,362,000 4.375% 2029 notes exchanged: $385,960,000 +5 more

8 metrics

3.90% 2027 notes exchanged $585,855,000 Aggregate principal amount tendered and accepted at settlement

3.90% 2027 notes remaining $101,362,000 Aggregate principal amount outstanding following settlement

4.375% 2029 notes exchanged $385,960,000 Aggregate principal amount tendered and accepted at settlement

4.375% 2029 notes remaining $47,211,000 Aggregate principal amount outstanding following settlement

5.60% 2034 notes exchanged $465,815,000 Aggregate principal amount tendered and accepted at settlement

5.40% 2035 notes exchanged $671,688,000 Aggregate principal amount tendered and accepted at settlement

5.90% 2055 notes exchanged $734,180,000 Aggregate principal amount tendered and accepted at settlement

Additional interest step-up Up to 1.0% Extra annual interest on new Devon notes if conditions are not met

Key Terms

Exchange Offers, Existing Coterra Notes, Third Supplemental Indenture, New Devon Notes, +2 more

6 terms

Exchange Offers financial

"previously announced private offers to eligible holders to exchange (each, an “Exchange Offer”"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

Existing Coterra Notes financial

"outstanding notes issued by Coterra Energy Inc. ... (the “Existing Coterra Notes”)"

Third Supplemental Indenture financial

"the Third Supplemental Indenture, dated as of June 25, 2026 (the “Third Supplemental Indenture”)"

New Devon Notes financial

"The New Devon Notes are governed by an indenture, dated as of August 28, 2024"

Registration Rights Agreement financial

"entered into a registration rights agreement with respect to the New Devon Notes (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

general unsecured obligations financial

"The New Devon Notes will be general unsecured obligations of Devon"

General unsecured obligations are debts a company owes that are not backed by specific collateral and stand on the same level as other unsecured creditors if the company can’t pay. Think of them as IOUs in a group where some people hold pledged items for repayment (secured creditors) and these do not — unsecured holders share whatever is left. Investors care because these claims carry higher risk and typically recover less in a bankruptcy, affecting bond values and credit risk.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:34 PM Accepted by SEC EDGAR 06/25/2026 - 04:34 PM

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): June 25, 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.)

THREE MEMORIAL CITY PLAZA

840 GESSNER ROAD, SUITE 1400

HOUSTON, Texas 77024

(Address of principal executive office)

(281) 589-4600

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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

Symbols

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 1.01

Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Devon Third Supplemental Indenture and New Devon Notes” is incorporated by reference into this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 8.01

Other Events.

Exchange Offers and Consent Solicitations

On June 25, 2026, Devon Energy Corporation (“Devon”) completed the settlement (the “Settlement”) of Existing Coterra Notes (as defined below) as part of its previously announced private offers to eligible holders to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes issued by Coterra Energy Inc., a wholly owned subsidiary of Devon (“Coterra”), as set forth in the table below (the “Existing Coterra Notes”) for (1) new notes issued by Devon and (2) cash. The Exchange Offers and related previously completed consent solicitations were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of May 22, 2026 (as amended by the press release issued on June 8, 2026). The Exchange Offers were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The Existing Coterra Notes accepted in the Exchange Offers were retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the Existing Coterra Notes set forth below remain outstanding.


Title of Series of Existing Coterra Notes	Aggregate Principal Amount Tendered and Accepted at Settlement		Aggregate Principal Amount Outstanding Following Settlement
3.90% Senior Notes due 2027	$	585,855,000	$	101,362,000
3.90% Senior Notes due 2027⁽¹⁾	$	41,244,000	$	21,474,000
4.375% Senior Notes due 2029	$	385,960,000	$	47,211,000
4.375% Senior Notes due 2029⁽¹⁾	$	61,594,000	$	5,218,000
5.60% Senior Notes due 2034	$	465,815,000	$	34,185,000
5.40% Senior Notes due 2035	$	671,688,000	$	78,312,000
5.90% Senior Notes due 2055	$	734,180,000	$	15,820,000

(1)	Represents senior notes issued by Coterra Energy Operating Co., an indirect wholly owned subsidiary of Devon previously known as Cimarex Energy Co.

Devon Third Supplemental Indenture and New Devon Notes

In connection with the Settlement, on June 25, 2026, Devon issued:

(i)

$627,099,000 aggregate principal amount of 3.90% Senior Notes due 2027 (the “New Devon 2027 Notes”);

(ii)

$447,554,000 aggregate principal amount of 4.375% Senior Notes due 2029 (the “New Devon 2029 Notes”);

(iii)

$465,815,000 aggregate principal amount of 5.60% Senior Notes due 2034 (the “New Devon 2034 Notes”);

(iv)

$671,688,000 aggregate principal amount of 5.40% Senior Notes due 2035 (the “New Devon 2035 Notes”); and

(v)

$734,180,000 aggregate principal amount of 5.90% Senior Notes due 2055 (the “New Devon 2055 Notes” and, together with the New Devon 2027 Notes, the New Devon 2029 Notes, the New Devon 2034 Notes and the New Devon 2035 Notes, the “New Devon Notes”).

The New Devon Notes are governed by an indenture, dated as of August 28, 2024 (the “Base Indenture”), between Devon, as issuer, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of June 25, 2026 (the “Third Supplemental Indenture”), between Devon and the Trustee.

The New Devon Notes will be general unsecured obligations of Devon and will rank equally with all of Devon’s other unsecured and unsubordinated debt obligations from time to time outstanding.

The interest rate and maturity date for each series of New Devon Notes is as follows:

(i)

The New Devon 2027 Notes will bear interest at a rate of 3.90% per annum and will mature on May 15, 2027;

(ii)

The New Devon 2029 Notes will bear interest at a rate of 4.375% per annum and will mature on March 15, 2029;

(iii)

The New Devon 2034 Notes will bear interest at a rate of 5.60% per annum and will mature on March 15, 2034;

(iv)

The New Devon 2035 Notes will bear interest at a rate of 5.40% per annum and will mature on February 15, 2035; and

(v)

The New Devon 2055 Notes will bear interest at a rate of 5.90% per annum and will mature on February 15, 2055.

The foregoing summaries of the Base Indenture, the Third Supplemental Indenture and the New Devon Notes do not purport to be complete and each is qualified in its entirety by reference to the applicable full text of (i) the Base Indenture attached as Exhibit 4.1 hereto; (ii) the Third Supplemental Indenture attached as Exhibit 4.2 hereto; and (iii) the forms of the New Devon Notes attached as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7 hereto, the terms of which are, in each case, incorporated herein by reference.

Registration Rights Agreement

On June 25, 2026, in connection with the Settlement, Devon, Wells Fargo Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as dealer managers, entered into a registration rights agreement with respect to the New Devon Notes (the “Registration Rights Agreement”). Devon agreed under the Registration Rights Agreement to, among other things, use its commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of the New Devon Notes for new notes, with terms substantially identical in all material respects to such series of the New Devon Notes (except that the new notes will not be subject to restrictions on transfer or any increase in annual interest rate), and (ii) cause such registration statement to become effective under the Securities Act. Devon shall pay additional interest on the New Devon Notes of up to 1.0% under certain circumstances if, among other things, the exchange offers contemplated under the Registration Rights Agreement are not completed within 450 days after the day of the Settlement.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement attached as Exhibit 4.8 hereto, the terms of which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Exhibit Name

4.1		Indenture, dated as of August 28, 2024, between Devon Energy Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Devon Energy Corporation’s Form 8-K, filed August 28, 2024).

4.2		Third Supplemental Indenture, dated as of June 25, 2026, between Devon Energy Corporation and U.S. Bank Trust Company, National Association, as Trustee.

4.3		Form of 3.90% Notes due 2027 (included in Exhibit 4.2 of this Current Report on Form 8-K).

4.4		Form of 4.375% Notes due 2029 (included in Exhibit 4.2 of this Current Report on Form 8-K).

4.5		Form of 5.60% Notes due 2034 (included in Exhibit 4.2 of this Current Report on Form 8-K).

4.6		Form of 5.40% Notes due 2035 (included in Exhibit 4.2 of this Current Report on Form 8-K).

4.7		Form of 5.90% Notes due 2055 (included in Exhibit 4.2 of this Current Report on Form 8-K).

4.8		Registration Rights Agreement, dated as of June 25, 2026, by and among Devon Energy Corporation, Wells Fargo Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


DEVON ENERGY CORPORATION

By:		/s/ Shannon E. Young III
		Shannon E. Young III
		Executive Vice President and Chief Financial Officer

Date: June 25, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Devon Energy (DVN) report in this 8-K?

Devon Energy reported completing settlement of private exchange offers for outstanding Coterra senior notes, swapping them for new Devon notes and cash, and retiring the tendered Coterra notes from circulation.

How much of Coterra’s 3.90% notes due 2027 were exchanged by Devon (DVN)?

Devon exchanged $585,855,000 of Coterra’s 3.90% senior notes due 2027, leaving $101,362,000 outstanding after settlement as part of its private exchange offers.

What amounts of Coterra 4.375% notes due 2029 were tendered in Devon’s exchange?

Devon’s exchange offers saw $385,960,000 of Coterra’s 4.375% senior notes due 2029 tendered and accepted, leaving $47,211,000 of that series outstanding following settlement.

Which longer-dated Coterra notes were included in Devon Energy’s exchange offers?

The exchange offers included 5.60% senior notes due 2034, 5.40% senior notes due 2035, and 5.90% senior notes due 2055, with large portions tendered and relatively smaller amounts remaining outstanding after settlement.

What is the purpose of Devon’s Registration Rights Agreement for the new notes?

The Registration Rights Agreement requires Devon to use commercially reasonable efforts to register exchange offers for the new Devon notes and to complete these registered exchanges, removing transfer restrictions and potential interest step-up features.

When might Devon Energy owe additional interest on the new notes?

Devon must pay up to an additional 1.0% in annual interest on the new notes if conditions such as completing the registered exchange offers within 450 days after the settlement date are not satisfied.

Filing Exhibits & Attachments

5 documents