Devon details pro forma impact of Coterra merger

Devon Energy Corporation has filed unaudited pro forma combined financial statements illustrating the impact of its completed merger with Coterra Energy Inc. Devon is the accounting acquirer and applies the acquisition method of accounting.

Rhea-AI Filing Summary

Devon Energy Corporation has filed unaudited pro forma combined financial statements illustrating the impact of its completed merger with Coterra Energy Inc. Devon is the accounting acquirer and applies the acquisition method of accounting.

Each Coterra common share was converted into the right to receive 0.70 shares of Devon common stock, plus cash in lieu of fractional shares. The preliminary total merger consideration is $24,947 million, based on issuing 531.6 million Devon shares at $46.60 per share and share-based replacement awards. The preliminary purchase price allocation assigns $33,690 million to oil and gas property and equipment, within total assets acquired of $36,908 million, and total liabilities assumed of $11,961 million.

On a pro forma basis, combined revenues for the three months ended March 31, 2026 are $5,744 million with net earnings of $401 million, or basic earnings per share of $0.35 on 1,148 million weighted average basic shares. For the year ended December 31, 2025, pro forma revenues are $24,785 million and net earnings attributable to Devon are $3,768 million, with basic earnings per share of $3.24 on 1,164 million weighted average basic shares. The company notes that these pro forma results are preliminary, exclude projected synergies and related costs, and may change as final fair value estimates are completed.

Insights

Energy M&A and accounting analyst

Large all‑stock energy merger is reflected in detailed pro forma figures.

The combination of Devon and Coterra is sizable, with preliminary consideration of $24,947 million, including 531.6 million Devon shares issued at $46.60. Pro forma 2025 revenues of $24,785 million and net earnings of $3,768 million show the scale of the combined business.

The filing emphasizes acquisition‑method accounting with Devon as acquirer and highlights that fair value estimates for Coterra’s assets and liabilities, including $33,690 million in oil and gas property and equipment and $6,662 million in deferred income taxes, are preliminary and may change. These adjustments can affect future depreciation, taxes and reported earnings.

The pro forma statements exclude any cost synergies or integration costs and do not attempt to project future performance. Future company filings after March 31, 2026 and December 31, 2025 will show actual results as purchase accounting is finalized and any operating changes from the merger flow through.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Total merger consideration: $24,947 million Exchange ratio: 0.70 Devon shares per Coterra share Devon shares issued: 531.6 million shares +5 more

8 metrics

Total merger consideration $24,947 million Preliminary purchase price for Coterra combination

Exchange ratio 0.70 Devon shares per Coterra share Stock consideration structure for merger

Devon shares issued 531.6 million shares Shares issued as common equity consideration

Pro forma revenue 2025 $24,785 million Year ended December 31, 2025, combined Devon and Coterra

Pro forma net earnings 2025 $3,768 million Net earnings attributable to Devon, year ended December 31, 2025

Pro forma basic EPS 2025 $3.24 per share Year ended December 31, 2025 basic net earnings per share

Pro forma revenue Q1 2026 $5,744 million Three months ended March 31, 2026 total revenues

Oil & gas properties acquired $33,690 million Preliminary fair value of Coterra oil and gas property and equipment

Key Terms

unaudited pro forma combined financial statements, acquisition method of accounting, purchase price allocation, deferred income taxes, +2 more

6 terms

unaudited pro forma combined financial statements financial

"The following unaudited pro forma combined financial statements (the “Pro Forma Financial Statements”) have been prepared"

Unaudited pro forma combined financial statements are estimated financial reports that show what two or more businesses’ results and positions would look like if they were combined, prepared without a formal audit. Investors use them like a preview or mock-up—similar to stitching together two household budgets—to judge the potential size, profits and risks of a deal, but they rely on assumptions and carry more uncertainty than audited numbers.

acquisition method of accounting financial

"The transaction is accounted for using the acquisition method of accounting for business combinations, with Devon as the accounting acquirer."

purchase price allocation financial

"Devon expects to finalize the purchase price allocation as soon as practicable."

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

deferred income taxes financial

"Deferred income taxes | | | 6,662 | | | 6,662"

Deferred income taxes are accounting entries that record taxes a company will owe or reclaim in the future because the company's financial accounting and its tax returns recognize income or expenses at different times. They matter to investors because deferred taxes affect future cash flow and can change a company’s real profit picture—think of them as a postponed tax bill or credit that shifts when and how much cash actually leaves or enters the business.

asset retirement obligations financial

"Asset retirement obligations | | | 125 | | | 125"

Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.

share-based replacement rewards financial

"Share-based replacement rewards | | | 175 | Total consideration"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger does Devon Energy (DVN) reflect in these pro forma statements?

The pro forma statements reflect Devon’s completed merger with Coterra Energy Inc. Devon merged its subsidiary into Coterra on May 7, 2026, making Coterra a wholly owned subsidiary. The filing shows how the combined company’s balance sheet and results would look as if the merger occurred earlier.

What was the exchange ratio for the Devon Energy (DVN) and Coterra merger?

Each Coterra share was converted into the right to receive 0.70 Devon shares. The merger consideration also included cash in lieu of fractional shares where applicable. This all‑stock structure drives the preliminary equity consideration and the number of Devon shares issued in the transaction.

How large is the Devon Energy (DVN) acquisition of Coterra in dollar terms?

The preliminary total merger consideration is $24,947 million. This includes $24,772 million of common equity consideration, based on 531.6 million Devon shares at $46.60 per share, plus $175 million of share‑based replacement awards, subject to final purchase accounting.

What do the pro forma 2025 results show for Devon Energy (DVN) after the Coterra merger?

Pro forma 2025 revenues are $24,785 million with net earnings of $3,768 million. Basic earnings per share are $3.24 on 1,164 million weighted average basic shares. These figures are illustrative, using preliminary merger accounting adjustments and excluding any projected synergies.

What are the key pro forma Q1 2026 metrics for Devon Energy (DVN) with Coterra?

For Q1 2026, pro forma combined revenues are $5,744 million and net earnings are $401 million. Basic earnings per share are $0.35 on 1,148 million weighted average basic shares, reflecting preliminary merger accounting and transaction‑related adjustments.

How is the Coterra acquisition accounted for in Devon Energy’s (DVN) pro forma statements?

Devon uses the acquisition method of accounting with itself as the acquirer. The preliminary purchase price allocation assigns fair values to Coterra’s assets and liabilities, including $33,690 million to oil and gas properties and $6,662 million to deferred income taxes, which remain subject to refinement.

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

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Accepted by SEC EDGAR 05/22/2026 - 09:39 AM Learn about SEC filing dates

DEVON ENERGY CORP/DE false 0001090012 0001090012 2026-05-22 2026-05-22

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 22, 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. ☐

Introductory Note

On May 7, 2026, Devon Energy Corporation, a Delaware corporation (“Devon”), completed the previously announced transaction with Coterra Energy Inc., a Delaware corporation (“Coterra”), pursuant to the Agreement and Plan of Merger, dated as of February 1, 2026, which provided for, among other things, the merger of Cubs Merger Sub, Inc., a Delaware corporation and a then direct, wholly owned subsidiary of Devon, with and into Coterra, with Coterra surviving as a direct, wholly owned subsidiary of Devon (the “Merger”).

Item 8.01 Other Events.

The unaudited pro forma combined balance sheet as of March 31, 2026 (the “Pro Forma Balance Sheet”), the unaudited pro forma combined statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 (the “Pro Forma Statements of Operations”), and the notes related thereto (together with the Pro Forma Balance Sheet and the Pro Forma Statements of Operations, the “Pro Forma Financial Statements”), are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01. The Pro Forma Balance Sheet is presented as if the Merger had been completed on March 31, 2026. The Pro Forma Statements of Operations are presented as if the Merger had been completed on January 1, 2025. The Pro Forma Balance Sheet and the Pro Forma Statements of Operations do not purport to represent what the combined company’s financial position or results of operations would have been if the Merger had actually occurred on the dates indicated, nor are they indicative of Devon’s future financial position or results of operations. Actual results may differ materially from the assumptions and estimates reflected in the Pro Forma Financial Statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Name
99.1		Pro Forma Financial Statements.
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: May 22, 2026

Exhibit 99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On May 7, 2026, Devon Energy Corporation, a Delaware corporation (“Devon”), completed the previously announced transaction with Coterra Energy Inc., a Delaware corporation (“Coterra”), pursuant to the Agreement and Plan of Merger, dated as of February 1, 2026 (the “Merger Agreement”), which provided for, among other things, the merger of Cubs Merger Sub, Inc., a Delaware corporation and a then direct, wholly owned subsidiary of Devon, with and into Coterra, with Coterra surviving as a direct, wholly owned subsidiary of Devon (the “merger”). As a result of the merger, each share of common stock of Coterra outstanding immediately prior to the effective time of the merger (other than certain excluded shares) was converted into the right to receive 0.70 shares of common stock of Devon and cash in lieu of fractional shares, as applicable (the “merger consideration”). Additionally, as a result of the merger, each outstanding equity award of Coterra was treated in accordance with the terms of the Merger Agreement.

The following unaudited pro forma combined financial statements (the “Pro Forma Financial Statements”) have been prepared from the respective historical consolidated financial statements of Devon and Coterra and give effect to the closing of the merger. The unaudited pro forma combined balance sheet (the “Pro Forma Balance Sheet”) is presented as if the merger had been completed on March 31, 2026. The unaudited pro forma combined statement of operations (the “Pro Forma Statements of Operations”) for the three months ended March 31, 2026 and the year ended December 31, 2025 is presented as if the merger had been completed on January 1, 2025.

The Pro Forma Financial Statements have been developed from and should be read in conjunction with:

• the unaudited consolidated financial statements of Devon and related notes thereto included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026;

• the audited consolidated financial statements of Devon and related notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2025;

• the unaudited condensed consolidated financial statements of Coterra and related notes thereto included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026; and

• the audited consolidated financial statements of Coterra and related notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2025.

The Pro Forma Financial Statements have been prepared to reflect adjustments to Devon’s historical consolidated financial information that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the Pro Forma Statement of Operations, expected to have a continuing impact on Devon’s results. Accordingly, the Pro Forma Financial Statements reflect the following:

• the merger, using the acquisition method of accounting for business combinations, with Devon as the accounting acquirer and each share of Coterra common stock converted into 0.70 shares of Devon common stock;

• the assumption of liabilities for expenses directly attributable to the merger; and

• the conforming of Coterra’s historical amounts to Devon’s financial statement presentation and accounting policies, including reclassifications of certain line items for consistent presentation.

Under the acquisition method of accounting for business combinations, the merger consideration is allocated to the assets acquired and liabilities assumed by Devon in connection with the merger based on their estimated fair values. As of the date of this report, Devon has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the acquired Coterra assets and assumed liabilities. As soon as practicable, Devon will identify the Coterra assets acquired and liabilities assumed and make final determinations of their fair values using relevant information available at that time. As a result of the foregoing, the pro forma adjustments with respect to the merger are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The fair value of assets acquired and liabilities assumed upon completion of the final valuations may differ materially from the preliminary estimates presented in the Pro Forma Financial Statements.

Although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, the Pro Forma Financial Statements do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue or other factors that may result after the merger and, accordingly, do not attempt to predict or suggest future results. Specifically, the Pro Forma Statements of Operations exclude projected synergies expected to be achieved as a result of the merger, as well as any associated costs that may be required to achieve such projected synergies. Further, the Pro Forma Financial Statements do not reflect the effect of any regulatory actions that may impact the results of the combined company following the merger.

1

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 2026

(IN MILLIONS)

		Historical												Transaction Accounting Adjustments
		Devon				Coterra				Total				Reclass(a)				Coterra Merger				Pro Forma Devon
ASSETS
Current assets:
Cash, cash equivalents and restricted cash		$	1,815			$	—			$	1,815			$	490			$	—			$	2,305
Cash and cash equivalents			—				485				485				(485	)			—				—
Restricted cash			—				5				5				(5	)			—				—
Accounts receivable			2,250				1,259				3,509				(269	)			—				3,240
Income tax receivable			—				57				57				(57	)			—				—
Inventory			319				38				357				—				—				357
Other current assets			378				124				502				99				—				601
Total current assets			4,762				1,968				6,730				(227	)			—				6,503
Oil and gas property and equipment, net			23,912				—				23,912				21,140				12,550	(b)			57,602
Other property and equipment, net			1,686				—				1,686				1,039				—				2,725
Properties and equipment, net			—				22,179				22,179				(22,179	)			—				—
Total property and equipment, net			25,598				22,179				47,777				—				12,550				60,327
Goodwill			753				—				753				—				—				753
Right-of-use assets			312				—				312				166				—				478
Investments			715				—				715				99				—				814
Other long-term assets			403				480				883				(307	)			—				576
Total assets		$	32,543			$	24,627			$	57,170			$	(269	)		$	12,550			$	69,451
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	975			$	1,316			$	2,291			$	(744	)		$	—			$	1,547
Revenues and royalties payable			1,678				—				1,678				475				—				2,153
Accrued liabilities			—				367				367				(367	)			—				—
Interest payable			—				25				25				(25	)			—				—
Short-term debt			999				250				1,249				—				—				1,249
Other current liabilities			1,082				—				1,082				392				—				1,474
Total current liabilities			4,734				1,958				6,692				(269	)			—				6,423
Long-term debt			7,387				3,263				10,650				—				(19	)(b)			10,631
Lease liabilities			206				—				206				115				—				321
Asset retirement obligations			986				337				1,323				—				(212	)(b)			1,111
Other long-term liabilities			940				233				1,173				(115	)			—				1,058
Deferred income taxes			2,862				3,722				6,584				—				2,940	(b)			9,524
Redeemable preferred stock			—				8				8				—				—				8
Stockholders’ equity:
Common stock			62				76				138				—				53	(c)			115
																			76	(d)
Additional paid-in capital			5,316				7,823				13,139				—				24,894	(c)			30,210
																			(7,823	)(d)
Retained earnings			10,171				7,193				17,364				—				(7,193	)(d)			10,171
Accumulated other comprehensive income (loss)			(121	)			14				(107	)			—				(14	)(d)			(121	)
Total equity			15,428				15,106				30,534				—				9,841				40,375
Total liabilities and equity		$	32,543			$	24,627			$	57,170			$	(269	)		$	12,550			$	69,451

2

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(IN MILLIONS)

		Historical												Transaction Accounting Adjustments
		Devon				Coterra				Total				Reclass(a)				Coterra Merger				Pro Forma Devon
Oil, gas and NGL sales		$	2,977			$	—			$	2,977			$	2,348			$	—			$	5,325
Oil			—				1,043				1,043				(1,043	)			—				—
Natural gas			—				1,110				1,110				(1,110	)			—				—
NGL			—				195				195				(195	)			—				—
Oil, gas and NGL derivatives			(701	)			—				(701	)			(434	)			—				(1,135	)
Loss on derivative instruments			—				(434	)			(434	)			434				—				—
Other			—				33				33				(33	)			—				—
Marketing and midstream revenues			1,531				—				1,531				23				—				1,554
Total revenues			3,807				1,947				5,754				(10	)			—				5,744
Production expenses			894				—				894				627				—				1,521
Exploration expenses			25				5				30				11				—				41
Marketing and midstream expenses			1,547				—				1,547				12				—				1,559
Depreciation, depletion and amortization			904				555				1,459				(14	)			240	(f)			1,685
Asset dispositions			1				—				1				3				—				4
General and administrative expenses			125				79				204				10				—				214
Financing costs, net			109				—				109				43				—				152
Restructuring and transaction costs			19				—				19				—								19
Direct operations			—				291				291				(291	)			—				—
Gathering, processing and transportation			—				267				267				(267	)			—				—
Taxes other than income			—				101				101				(101	)			—				—
Loss on sale of assets			—				3				3				(3	)			—				—
Interest expense			—				46				46				(46	)			—				—
Interest income			—				(3	)			(3	)			3				—				—
Other, net			17				—				17				3				—				20
Total expenses			3,641				1,344				4,985				(10	)			240				5,215
Earnings before income taxes			166				603				769				—				(240	)			529
Income tax expense (benefit)			46				137				183				—				(55	)(g)			128
Net earnings		$	120			$	466			$	586			$	—			$	(185	)		$	401
Net earnings per share:
Basic net earnings per share		$	0.19																			$	0.35
Diluted net earnings per share		$	0.19																			$	0.35
Weighted average shares outstanding:
Basic			616																532	(h)			1,148
Diluted			618																532	(h)			1,150

3

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(IN MILLIONS)

		Historical												Transaction Accounting Adjustments								Pro Forma Devon
		Devon				Coterra				Total				Reclass(a)				Coterra Merger
Oil, gas and NGL sales		$	11,223			$	—			$	11,223			$	7,176			$	—			$	18,399
Oil			—				3,699				3,699				(3,699	)			—				—
Natural gas			—				2,633				2,633				(2,633	)			—				—
NGL			—				844				844				(844	)			—				—
Oil, gas and NGL derivatives			402				—				402				351				—				753
Gain on derivative instruments			—				351				351				(351	)			—				—
Other			—				118				118				(118	)			—				—
Marketing and midstream revenues			5,563				—				5,563				70				—				5,633
Total revenues			17,188				7,645				24,833				(48	)			—				24,785
Production expenses			3,567				—				3,567				2,369				—				5,936
Exploration expenses			43				27				70				62				—				132
Marketing and midstream expenses			5,635				—				5,635				28				—				5,663
Depreciation, depletion and amortization			3,595				2,370				5,965				(75	)			717	(f)			6,607
Asset impairments			254				—				254				—				—				254
Asset dispositions			(343	)			—				(343	)			(5	)			—				(348	)
General and administrative expenses			492				323				815				49				—				864
Financing costs, net			455				—				455				191				—				646
Restructuring and transaction costs			—				—				—				—				50	(e)			50
Direct operations			—				1,023				1,023				(1,023	)			—				—
Gathering, processing and transportation			—				1,089				1,089				(1,089	)			—				—
Taxes other than income			—				366				366				(366	)			—				—
Gain on sale of assets			—				(5	)			(5	)			5				—				—
Interest expense			—				205				205				(205	)			—				—
Interest income			—				(14	)			(14	)			14				—				—
Other income			—				(2	)			(2	)			2				—				—
Other, net			24				—				24				(5	)			—				19
Total expenses			13,722				5,382				19,104				(48	)			767				19,823
Earnings before income taxes			3,466				2,263				5,729				—				(767	)			4,962
Income tax expense (benefit)			785				546				1,331				—				(176	)(g)			1,155
Net earnings			2,681				1,717				4,398				—				(591	)			3,807
Net earnings attributable to noncontrolling interests			39				—				39				—				—				39
Net earnings attributable to Devon		$	2,642			$	1,717			$	4,359			$	—			$	(591	)		$	3,768
Net earnings per share:
Basic net earnings per share		$	4.18																			$	3.24
Diluted net earnings per share		$	4.17																			$	3.23
Weighted average shares outstanding:
Basic			632																532	(h)			1,164
Diluted			633																532	(h)			1,165

4

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The Devon and Coterra historical financial information have been derived from each respective company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025. Certain of Coterra’s historical amounts have been reclassified to conform to Devon’s financial statement presentation. These Pro Forma Financial Statements should be read in conjunction with the historical financial statements and related notes thereto of Devon and Coterra.

The Pro Forma Balance Sheet is presented as if the merger had been completed on March 31, 2026. The Pro Forma Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 are presented as if the merger had been completed on January 1, 2025.

The Pro Forma Financial Statements reflect pro forma adjustments that are described in the accompanying notes and are based on currently available information. Preliminary adjustments have been made that are necessary to present fairly the Pro Forma Financial Statements and are subject to change as additional information becomes available and as additional analysis is performed. The Pro Forma Financial Statements do not purport to represent what the combined company’s financial position or results of operations would have been if the merger had actually occurred on the dates indicated, nor are they indicative of Devon’s future financial position or results of operations. Actual results may differ materially from the assumptions and estimates reflected in these Pro Forma Financial Statements.

Merger Consideration and Purchase Price Allocation

The transaction is accounted for using the acquisition method of accounting for business combinations, with Devon as the accounting acquirer. The allocation of the preliminary estimated purchase price with respect to the merger is based upon Devon’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed as of March 31, 2026 using currently available information. Because the unaudited pro forma combined financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations of the combined company may be materially different from the pro forma amounts included herein. Devon expects to finalize the purchase price allocation as soon as practicable.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

• changes in the estimated fair value of Coterra’s identifiable assets acquired and liabilities assumed as of the closing date of the merger, which could result from changes in oil and natural gas commodity prices, reserve estimates, discount rates and other factors;

• the tax bases of Coterra’s assets and liabilities as of the closing date of the merger; and

• the factors described in the section entitled “Risk Factors” beginning on page 25 of Devon’s and Coterra’s joint proxy statement/prospectus related to the merger.

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The preliminary value of the merger consideration and its allocation to the net assets acquired is as follows (in millions, except exchange ratio data):

		Preliminary Purchase Price Allocation
Consideration:
Coterra common stock outstanding			759.4
Exchange Ratio			0.70
Devon common stock issued			531.6
Devon closing price on May 6, 2026		$	46.60
Total common equity consideration		$	24,772
Share-based replacement rewards			175
Total consideration		$	24,947
Assets acquired:
Cash, cash equivalents and restricted cash		$	490
Accounts receivable			990
Inventory			38
Other current assets			223
Oil and gas property and equipment, net			33,690
Other property and equipment, net			1,039
Right-of-use assets			166
Investments			99
Other long-term assets			173
Total assets acquired		$	36,908
Liabilities assumed:
Accounts payable			572
Revenues and royalties payable			475
Short-term debt			250
Other current liabilities			392
Long-term debt			3,244
Lease liabilities			115
Asset retirement obligations			125
Other long-term liabilities			118
Deferred income taxes			6,662
Redeemable preferred stock			8
Total liabilities assumed			11,961
Net assets acquired		$	24,947

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Pro Forma Adjustments

The following adjustments have been made to the accompanying Pro Forma Financial Statements to give effect to the merger:

(a) The following reclassifications conform Coterra’s historical financial information to Devon’s financial statement presentation:

Pro Forma Balance Sheet as of March 31, 2026

• Current assets: Reclassification of $485 million cash and cash equivalents and $5 million restricted cash to cash, cash equivalents and restricted cash. Reclassification of $57 million of income tax receivable to other current assets. Reclassification of $269 million oil and gas revenue accrual from a gross presentation within accounts payable to a net presentation within accounts receivable.

• Property and equipment: Reclassification of $22.2 billion of properties and equipment, net, to oil and gas property and equipment, net, for $21.1 billion and other property and equipment, net, for $1.0 billion.

• Other long-term assets: Reclassification of $307 million from other long-term assets to right-of-use assets for $166 million, investments for $99 million and other current assets for $42 million.

• Current liabilities: Reclassification of $475 million from accounts payable to revenues and royalties payable, and $269 million of oil and gas revenue accrual from a gross presentation within accounts payable to a net presentation within accounts receivable. Reclassification of $367 million of accrued liabilities and $25 million of interest payable to other current liabilities.

• Other long-term liabilities: Reclassification of $115 million from other long-term liabilities to lease liabilities.

Pro Forma Statement of Operations for the Three Months Ended March 31, 2026

• Revenues: Reclassification of $1.0 billion, $1.1 billion and $195 million of Coterra’s disaggregated oil, natural gas and NGL sales, respectively, to aggregated oil, gas and NGL sales. Reclassification of $434 million loss on derivative instruments to oil, gas and NGL derivatives. Reclassification of $33 million of other revenues to marketing and midstream revenues and production expenses for $23 million and $10 million, respectively.

• Expenses: Reclassification of $281 million from direct operations expenses, $255 million from gathering, processing and transportation expenses and $101 million from taxes other than income to production expenses. Reclassification of $11 million from depreciation, depletion and amortization to exploration expenses. Reclassification of $12 million from gathering, processing and transportation expenses to marketing and midstream expenses. Reclassification of $46 million from interest expense and $3 million from interest income to financing costs, net. Reclassification of $3 million from loss on sale of assets to asset dispositions. Reclassification of $10 million from direct operations expenses to general and administrative expenses. Reclassification of $3 million from asset retirement obligation accretion expense included in depreciation, depletion and amortization to other, net.

Pro Forma Statement of Operations for the Year Ended December 31, 2025

• Revenues: Reclassification of $3.7 billion, $2.6 billion and $0.8 billion of Coterra’s disaggregated oil, natural gas and NGL sales, respectively, to aggregated oil, gas and NGL sales. Reclassification of $351 million gain on derivative instruments to oil, gas and NGL derivatives. Reclassification of $118 million from other revenues to marketing and midstream revenues, production expenses and other for $70 million, $32 million and $16 million, respectively.

• Expenses: Reclassification of $1.0 billion from direct operations expenses, $1.1 billion of gathering, processing and transportation expenses and $366 million of taxes other than income to production expenses. Reclassification of $62 million from depreciation, depletion and amortization to exploration expenses. Reclassification of $28 million of gathering, processing and transportation expenses to marketing and midstream expenses. Reclassification of $205 million from interest expense and $14 million from interest income to financing costs, net. Reclassification of $5 million gain on sale of assets to asset dispositions. Reclassification of $49 million from direct operations expenses to general and administrative expenses. Reclassification of $13 million from asset retirement obligation accretion expense included in depreciation, depletion and amortization and $2 million from other income to other, net.

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(b) These adjustments reflect the estimated fair value of Devon common stock of $24.8 billion allocated to the estimated fair values of the assets acquired and liabilities assumed as follows:

• Total property and equipment, net: $12.6 billion increase in Coterra’s net book value of oil and gas properties.

• Long-term debt: $19 million decrease in Coterra’s book value.

• Asset retirement obligations: $212 million decrease in Coterra’s book value.

• Deferred income taxes: $2.9 billion increase in deferred tax liabilities resulting from the fair value adjustments, calculated using the estimated blended statutory tax rate of 23%.

(c) These adjustments reflect the increase in Devon common stock and additional paid-in capital resulting from the issuance of Devon common stock to Coterra stockholders to effect the transaction.

(d) These adjustments reflect the elimination of Coterra’s historical equity balances.

(e) This adjustment reflects the estimated transaction costs of $50 million ($39 million, net of tax) related to the merger, including financial advisory, banking, legal and accounting fees that are not capitalized as part of the transaction. These amounts and their corresponding tax effect have been reflected in the Pro Forma Statements of Operations.

(f) These adjustments reflect the increase to depreciation, depletion and amortization expense resulting from the change in the basis of property and equipment.

(g) Reflects the income tax benefit of $55 million for the three months ended March 31, 2026 and $176 million for the year ended December 31, 2025 on the pro forma adjustments, primarily incremental depreciation, depletion, and amortization, calculated using the estimated blended statutory tax rate of 23%.

(h) These adjustments reflect Devon common stock issued to Coterra stockholders.

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 239.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB