Devon Energy (NYSE: DVN) registers 175,000 shares for Coterra preferred conversion

How is the Coterra merger related to this Devon Energy (DVN) registration?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

Offering Details

What did Devon Energy (DVN) register in this filing?

What type of securities back the 175,000 Devon Energy (DVN) shares?

What legal opinion is included in this Devon Energy (DVN) 8-K?

Which registration statement does the Devon Energy (DVN) prospectus supplement modify?

The registration is connected to a merger of Cubs Merger Sub, Inc., a Devon subsidiary, into Coterra Energy Inc. The Coterra preferred stock’s terms were amended so it now converts into Devon common shares following consummation of that merger.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Devon Energy Corporation filed a prospectus supplement registering up to 175,000 shares of its common stock. These shares are issuable upon conversion of 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Coterra Energy Operating Co. in connection with the merger of a Devon subsidiary into Coterra Energy Inc.

The filing adds a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1, addressing the validity of the shares covered by the prospectus supplement.

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, and exhibit attachments filed with this report.

Registered shares: 175,000 shares Preferred dividend rate: 8 1/8% Shelf registration statement: Form S-3 (333-294988)

3 metrics

Registered shares 175,000 shares Common stock issuable upon conversion of Coterra preferred

Preferred dividend rate 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock

Shelf registration statement Form S-3 (333-294988) Automatic shelf underlying the prospectus supplement

prospectus supplement, automatic shelf registration statement, Cumulative Perpetual Convertible Preferred Stock, Certificate of Designations, +1 more

5 terms

prospectus supplement financial

"filed a prospectus supplement (the “Prospectus Supplement”) to its previously filed automatic shelf registration"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

automatic shelf registration statement regulatory

"to its previously filed automatic shelf registration statement on Form S-3 (333-294988)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Cumulative Perpetual Convertible Preferred Stock financial

"8 1/8 % Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share"

Certificate of Designations regulatory

"the Certificate of Designations for the Coterra Preferred Stock was amended to provide for the issuance"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

legal opinion regulatory

"provide the legal opinion as to the validity of the Shares covered by the Prospectus Supplement"

shelf

Offering

Offering Type shelf

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Understanding 8-K Material Events →

06/05/2026 - 05:10 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 5, 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 offices)		(Zip Code)

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

Not Applicable

(Former name or former address, 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 8.01

Other Events

On June 5, 2026, Devon Energy Corporation (the “Company” or “Devon”) filed a prospectus supplement (the “Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (333-294988) registering the issuance of up to an aggregate of 175,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”).

The Shares are issuable upon conversion of shares of 8 ¹/₈ % Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (“Coterra Preferred Stock”), of Coterra Energy Operating Co., plus additional shares that may be issued in connection with stock splits, stock dividends, anti-dilution provisions or other transactions. In connection with, and effective upon consummation of, the merger (the “Merger”) of Cubs Merger Sub, Inc., a wholly owned subsidiary of Devon, with and into Coterra Energy Inc., the parent of Coterra Energy Operating Co., the Certificate of Designations for the Coterra Preferred Stock was amended to provide for the issuance of Devon’s common stock upon conversion of the Coterra Preferred Stock.

The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Prospectus Supplement.

23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

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.

Source: View Original Filing on SEC EDGAR

Devon Energy registered up to 175,000 shares of common stock. These shares are to be issued upon conversion of specific Coterra preferred stock tied to a merger involving Coterra Energy Inc. and a Devon subsidiary.

The 175,000 Devon shares are issuable upon conversion of 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock. This preferred stock is issued by Coterra Energy Operating Co. and was modified to convert into Devon common stock.

Devon included a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1. The opinion addresses the validity of the Devon common shares registered in the prospectus supplement under the automatic shelf registration statement.

The prospectus supplement relates to Devon’s previously filed automatic shelf registration statement on Form S-3, number 333-294988. It specifically covers the issuance of up to 175,000 Devon common shares upon conversion of the designated Coterra preferred stock.

DEVON ENERGY CORPORATION

Date: June 5, 2026

/s/ Marcus G. Bolinder

Marcus G. Bolinder

4 documents