Every 8-K that Devon Energy Corporation (DVN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DVN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DVN filings page.
DEVON ENERGY CORP/DE adjusted executive compensation for its Chief Executive Officer and President, Clay M. Gaspar. The Board’s Compensation Committee approved an increase in his base salary to an annualized rate of $1,500,000, effective retroactively to May 7, 2026, the closing date of Devon’s merger with Coterra Energy Inc.
The Committee also approved a grant of restricted stock under Devon’s 2022 Long-Term Incentive Plan with a grant date of September 10, 2026. The award has a value of $2,700,000, determined using the per share closing price of Devon’s common stock on the grant date, and will vest in three annual installments from that date.
Devon Energy Corporation (DVN) reported executive leadership changes under a Departure of Directors or Certain Officers item. Effective August 20, 2026, the company announced that two senior executives will leave Devon.
John Raines, formerly Executive Vice President, Exploration & Production – Permian, and Michael DeShazer, formerly Executive Vice President, Exploration & Production – Anadarko, Eagle Ford, Marcellus and Rockies, are leaving the company as of September 1, 2026. The report is signed by Senior Vice President and General Counsel Adam M. Vela.
Devon Energy Corporation reported strong second-quarter 2026 results, its first quarter as a combined company after the May 7 Coterra merger. Net earnings were $1.9 billion, or $2.03 per diluted share, with core earnings of $1.5 billion, or $1.57 per diluted share. Total revenues reached $7.4 billion, and operating cash flow was $3.7 billion, generating $1.7 billion of adjusted free cash flow.
Production averaged 1,359,000 Boe/d, with oil at 503,000 barrels/d, both at the top end of guidance. Capital expenditures were $1,269 million, about 2% below guidance, while Devon acquired 16,300 net acres in a New Mexico federal lease sale for $2.6 billion, adding roughly 400 high-quality locations.
Devon retired $250 million of senior notes and $250 million of term debt during the quarter and later paid down another $750 million, ending with $11.4 billion of debt and $1.0 billion of cash. It returned capital via a $0.32 quarterly dividend (33% higher post-merger) totaling $366 million and repurchased 4.3 million shares for $197 million under a new $8.0 billion buyback authorization. Management targets at least $1.0 billion of annual pre-tax run-rate synergies by year-end 2027 and reaffirmed full-year 2026 guidance.
Devon Energy Corporation reported the results of its 2026 Annual Meeting of Stockholders. As of the May 18, 2026 record date, there were 1,153,403,107 shares of common stock outstanding, each entitled to one vote.
Stockholders elected all 11 director nominees to one-year terms. Support for individual nominees ranged into the high hundreds of millions of votes, with additional broker non-votes reported for each nominee.
Stockholders also ratified KPMG LLP as Devon’s independent auditor for 2026, with more than 900 million votes cast in favor. In a non-binding advisory vote, stockholders approved executive compensation for Devon’s named executive officers, with substantially more votes for than against and over 100 million broker non-votes.
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.
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.
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.
Devon Energy Corporation completed a major federal lease acquisition, buying 16,300 net undeveloped acres in the core of the Delaware Basin in Lea and Eddy Counties, New Mexico, for approximately $2.6 billion, or about $161,500 per net acre, through a Bureau of Land Management oil and gas lease sale.
The company states the acreage enhances its Delaware Basin position, extends inventory life and is accretive to net asset value per share, supported by favorable federal lease terms such as lower royalty burdens, multi-pay potential and the ability to drill longer laterals on multi-well pads.
Devon Energy completed its all-stock merger with Coterra Energy, making Coterra a wholly owned subsidiary and creating a large-cap shale operator anchored in the Delaware Basin. Each Coterra share was converted into the right to receive 0.70 shares of Devon common stock, with cash paid for fractional shares.
After the merger, pre‑merger Devon shareholders own approximately 54 percent of the combined company and former Coterra shareholders own approximately 46 percent on a fully diluted basis. Devon targets $1 billion in annual pre‑tax synergies by year‑end 2027 and will be headquartered in Houston while maintaining a significant Oklahoma City presence.
The board was reconstituted to 11 members, with six Legacy Devon Directors and five Legacy Coterra Directors, and Thomas E. Jorden named non‑executive Chair. Devon also appointed a new Chief Financial Officer and Chief Accounting Officer from Coterra, while prior finance leaders moved into other senior roles.
In connection with the merger, Devon amended its restated certificate of incorporation to increase authorized common shares from 1,000,000,000 to 2,000,000,000. The company incorporated Coterra’s audited financial statements and unaudited pro forma combined financials by reference to provide investors with historical and combined financial views following the transaction.
Devon Energy reported first-quarter 2026 net earnings of $120 million, or $0.19 per diluted share, with core earnings of $641 million, or $1.04 per share, after adjusting for derivative and other items. Operating cash flow reached about $1.7 billion, funding capital spending and generating $816 million of free cash flow as production averaged 833,000 Boe per day, with oil at the top end of guidance.
The company highlighted strong balance sheet metrics, ending the quarter with $1.8 billion in cash, an undrawn $3.0 billion credit facility, total debt of $8.4 billion and a net debt‑to‑EBITDAX ratio of 0.9x. Capital investment excluding acquisitions was $848 million, about 6% below guidance, while total capital including leasehold acquisitions was $999 million.
Strategically, Devon is advancing an all‑stock merger with Coterra Energy, approved by both companies’ shareholders and expected to close on or around May 7, 2026. The combined company, to be named Devon Energy, targets $1.0 billion in sustainable annual pre‑tax synergies by year‑end 2027, with Devon shareholders expected to own about 54% and Coterra shareholders about 46% of the combined entity.
Devon Energy Corporation held a virtual special stockholder meeting to vote on matters related to its proposed merger with Coterra Energy Inc. Stockholders approved issuing shares of Devon common stock to Coterra stockholders under the Agreement and Plan of Merger and also approved increasing authorized common shares from 1,000,000,000 to 2,000,000,000.
The stock issuance proposal received 470,046,943 votes for, 4,149,656 against and 1,150,100 abstentions. The authorized share charter amendment received 468,262,401 votes for, 5,833,875 against and 1,250,423 abstentions. Devon expects the merger transactions to close on or about May 7, 2026, subject to customary closing conditions.
Devon Energy Corporation filed unaudited pro forma combined financial statements related to its proposed all‑stock merger with Coterra Energy, where each Coterra share would be exchanged for 0.70 shares of Devon common stock.
Based on 759.3 million Coterra shares and a Devon share price of $44.00 on March 3, 2026, the preliminary estimated stock consideration is $23,386 million. Devon estimates issuing 531.5 million new shares. Pro forma for 2025, the combined company shows net earnings attributable to Devon of $3,768 million and proved reserves of 4,993 MMBoe, with a standardized discounted future net cash flow measure of $32,362 million.
Devon Energy Corporation reports that the Hart-Scott-Rodino antitrust waiting period for its planned merger with Coterra Energy has expired, satisfying a key U.S. antitrust condition for the deal. Devon and Coterra filed their HSR notifications on March 2, 2026, and the waiting period expired at 11:59 p.m. Eastern Time on April 1, 2026. The merger, under which Coterra will become a wholly owned Devon subsidiary, is now expected to close in the second quarter of 2026, subject to remaining customary conditions in the merger agreement. Devon’s Form S-4 registration statement for the stock consideration is effective, and a joint proxy statement/prospectus has been mailed to both companies’ shareholders.
Devon Energy Corporation amended its main credit agreement, giving the company more time and slightly cheaper SOFR-based borrowing costs. The amendment extends the facility’s maturity date from March 24, 2030 to March 24, 2031, lengthening the period during which the credit line remains available.
The company’s right to request three additional one-year maturity extensions is renewed, subject to approval by lenders holding more than 50% of total commitments. The amendment also removes a 10 basis point credit spread adjustment on SOFR-based rates, modestly lowering interest on those borrowings under the facility.
Devon Energy reported strong fourth-quarter and full-year 2025 results while outlining a transformative all-stock merger with Coterra Energy. Q4 2025 net earnings were $562 million, or $0.90 per diluted share, with core earnings of $510 million, or $0.82 per diluted share. Operating cash flow in the quarter was $1.5 billion, funding capital investment of $883 million and generating $702 million of free cash flow. Production averaged 851,000 Boe per day, above guidance, with oil at 390,000 barrels per day and production costs of $10.99 per Boe.
For 2025, Devon generated net earnings of $2.681 billion and free cash flow of $3.119 billion, ending the year with $1.434 billion of cash and net debt of $6.955 billion, for a net debt-to-EBITDAX ratio of 0.9x. The company continued returning cash through its $5.0 billion repurchase program, buying back 7.1 million shares for $250 million in Q4 and $4.4 billion since inception, retiring about 14% of shares. A Q1 2026 dividend of $0.24 per share was declared, and Devon plans a 31% dividend increase to $0.315 per share after the Coterra merger closes, subject to board approval.
The merger with Coterra, announced Feb. 2, 2026, is expected to create one of the largest shale operators, targeting $1.0 billion in sustainable annual pre-tax synergies. Devon shareholders are expected to own about 54% of the combined company and Coterra shareholders about 46%. Devon estimates it has already achieved 85% of a separate $1 billion business optimization target, supporting lower per-unit costs and improved margins. Q1 2026 production is forecast at 823,000 to 843,000 Boe per day after adjusting for winter-weather downtime, with capital spending of about $900 million and full-year 2026 standalone capital of $3.5 to $3.7 billion.
Devon Energy agreed to merge with Coterra Energy in an all‑stock deal, with Coterra becoming a wholly owned Devon subsidiary. Each Coterra share will convert into 0.70 shares of Devon common stock, and the combined company’s stock will continue trading on the NYSE under “DVN.”
After closing, existing Devon stockholders are expected to own about 54% of the combined company and Coterra stockholders about 46%. Governance will be shared, with an 11‑member board split between Devon and Coterra designees and Devon’s current CEO leading the combined company while Coterra’s CEO becomes chair. The merger is subject to shareholder approvals, regulatory clearance, S‑4 effectiveness and NYSE listing of the new shares, with mutual termination fees of up to $865,000,000 in certain scenarios.
Devon Energy Corporation announced its financial and operational results for the quarterly period ended September 30, 2025. Alongside the announcement, the company furnished an earnings release and supplemental financial materials that include guidance and hedging information as Exhibits 99.1 and 99.2.
The materials are furnished under the Exchange Act and are not deemed filed, nor incorporated by reference, except as expressly stated in future filings. The company noted these documents will also be available on its website.
Devon Energy Corporation announced the grant of restricted stock to Mr. Smolik in connection with his participation as a non-management director. The company references an indemnity agreement filed as Exhibit 10.43 to its 2024 Form 10-K and the non-management director compensation arrangements described on page 16 of its 2025 Proxy Statement. Mr. Smolik will receive restricted stock awards with a total value of $154,384, determined by the closing price on the effective grant date of October 9, 2025. The restricted shares will vest 100% on the day following the effective date of the grant. The filing is signed by Christopher J. Kirt, Vice President Corporate Governance and Secretary.