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Devon Energy (DVN) CFO receives stock awards from Coterra merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Devon Energy EVP and CFO Shannon E. Young III reported compensation-related equity awards tied to Devon’s acquisition of Coterra Energy. On May 7, 2026, four grants of Devon common stock were reported, including awards of 48,197 and 48,798 shares at a stated price of $0.00 per share, reflecting stock-based compensation rather than open-market purchases.

Footnotes explain that, under the merger agreement, each share of Coterra common stock and each Coterra restricted stock unit was converted into 0.7 of a Devon share or Devon RSU. Converted Coterra RSUs granted in February 2025 and February 2026 became 48,798 and 48,197 Devon RSUs, scheduled to vest on January 31, 2028 and January 31, 2029, respectively.

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Insider Young, III Shannon E.
Role EVP, CFO
Type Security Shares Price Value
Grant/Award Common Stock 129,490 $0.00 --
Grant/Award Common Stock 96,995 $0.00 --
Grant/Award Common Stock 48,197 $0.00 --
Grant/Award Common Stock 48,798 $0.00 --
Holdings After Transaction: Common Stock — 129,490 shares (Direct, null)
Footnotes (1)
  1. On May 7, 2026, pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among Devon Energy Corporation (''Devon''), Coterra Energy Inc. (''Coterra") and Cubs Merger Sub, Inc. (the ''Merger Agreement''), as of the effective time of the transactions contemplated thereby (the "Effective Time"), Coterra became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, at the Effective Time, each share of Coterra's common stock, par value $0.10 per share ("Coterra Common Stock") was converted into the right to receive 0.7 shares of Devon's common stock, par value $0.10 per share ("Devon Common Stock"), subject to certain exceptions. Pursuant to the Merger Agreement, at the Effective Time, each time-based Coterra restricted stock unit ("Coterra RSU") outstanding and unvested as of immediately prior to the Effective Time was converted into 0.7 Devon time-based restricted stock units ("Devon RSUs"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock, subject to the same terms and conditions as were applicable to the corresponding Coterra RSU immediately prior to the Effective Time. The Coterra RSUs granted to the reporting person on February 24, 2026 were converted into 48,197 Devon RSUs, which will vest on January 31, 2029, and the Coterra RSUs granted to the reporting person on February 19, 2025 were converted into 48,798 Devon RSUs, which will vest on January 31, 2028. These Devon RSUs relate to an award of Coterra performance stock units (a "Coterra PSU Award") that, pursuant to the Merger Agreement, at the Effective Time, was deemed earned at 100% of the target level as a result of the certification by the Compensation Committee of Coterra's board of directors to the actual level of performance achieved under the terms of such Coterra PSU Award prior to the Effective Time and was converted, on the same terms and conditions (other than any continuing performance-based vesting conditions and cash settlement features), into an award of Devon RSUs covering a number of shares of Devon Common Stock equal to the product of (i) the target number of shares of Coterra Common Stock subject to such Coterra PSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.7. The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 24, 2026 and, at the Effective Time, converted into 48,197 Devon RSUs, which will vest on January 31, 2029. The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 19, 2025 and, at the Effective Time, converted into 48,798 Devon RSUs, which will vest on January 31, 2028.
Exchange ratio 0.7 Devon shares per Coterra share Merger conversion ratio at Effective Time
Devon RSUs from Feb 24, 2026 grant 48,197 RSUs Converted Coterra RSUs vesting January 31, 2029
Devon RSUs from Feb 19, 2025 grant 48,798 RSUs Converted Coterra RSUs vesting January 31, 2028
Post-transaction holdings (example line) 323,480 shares Total Devon common stock after one reported acquisition
Award price per share $0.00 per share Grant/award acquisition of common stock
Number of acquire transactions 4 transactions All coded as A (grant, award, or other acquisition)
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger entered into on February 1, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"as of the effective time of the transactions contemplated thereby (the "Effective Time")"
restricted stock unit financial
"each time-based Coterra restricted stock unit ("Coterra RSU") outstanding and unvested"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance stock units financial
"an award of Coterra performance stock units (a "Coterra PSU Award")"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Devon RSUs financial
"was converted into 0.7 Devon time-based restricted stock units ("Devon RSUs")"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Young, III Shannon E.
(Last)(First)(Middle)
THREE MEMORIAL CITY PLAZA
840 GESSNER ROAD, SUITE 1400
(Street)
HOUSTON TEXAS 77024
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DEVON ENERGY CORP/DE [ DVN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)05/07/2026A129,490A(1)129,490D
Common Stock(2)05/07/2026A96,995A(2)226,485D
Common Stock(3)(4)05/07/2026A48,197A(3)(4)274,682D
Common Stock(3)(5)05/07/2026A48,798A(3)(5)323,480D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On May 7, 2026, pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among Devon Energy Corporation (''Devon''), Coterra Energy Inc. (''Coterra") and Cubs Merger Sub, Inc. (the ''Merger Agreement''), as of the effective time of the transactions contemplated thereby (the "Effective Time"), Coterra became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, at the Effective Time, each share of Coterra's common stock, par value $0.10 per share ("Coterra Common Stock") was converted into the right to receive 0.7 shares of Devon's common stock, par value $0.10 per share ("Devon Common Stock"), subject to certain exceptions.
2. Pursuant to the Merger Agreement, at the Effective Time, each time-based Coterra restricted stock unit ("Coterra RSU") outstanding and unvested as of immediately prior to the Effective Time was converted into 0.7 Devon time-based restricted stock units ("Devon RSUs"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock, subject to the same terms and conditions as were applicable to the corresponding Coterra RSU immediately prior to the Effective Time. The Coterra RSUs granted to the reporting person on February 24, 2026 were converted into 48,197 Devon RSUs, which will vest on January 31, 2029, and the Coterra RSUs granted to the reporting person on February 19, 2025 were converted into 48,798 Devon RSUs, which will vest on January 31, 2028.
3. These Devon RSUs relate to an award of Coterra performance stock units (a "Coterra PSU Award") that, pursuant to the Merger Agreement, at the Effective Time, was deemed earned at 100% of the target level as a result of the certification by the Compensation Committee of Coterra's board of directors to the actual level of performance achieved under the terms of such Coterra PSU Award prior to the Effective Time and was converted, on the same terms and conditions (other than any continuing performance-based vesting conditions and cash settlement features), into an award of Devon RSUs covering a number of shares of Devon Common Stock equal to the product of (i) the target number of shares of Coterra Common Stock subject to such Coterra PSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
4. The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 24, 2026 and, at the Effective Time, converted into 48,197 Devon RSUs, which will vest on January 31, 2029.
5. The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 19, 2025 and, at the Effective Time, converted into 48,798 Devon RSUs, which will vest on January 31, 2028.
/s/ Edward T. Highberger, attorney-in-fact05/11/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Devon Energy (DVN) report for its CFO?

Devon Energy reported that EVP and CFO Shannon E. Young III received several equity grants of common stock and restricted stock units on May 7, 2026, as compensation-related awards connected to the company’s merger with Coterra Energy, rather than open-market share purchases or sales.

How are Coterra shares converted into Devon Energy (DVN) shares in this filing?

Under the merger agreement, each share of Coterra common stock was converted into the right to receive 0.7 shares of Devon common stock. This same 0.7 conversion ratio also applied to outstanding Coterra restricted stock units when they were exchanged for new Devon restricted stock units.

What Devon RSU amounts and vesting dates are disclosed for the DVN CFO?

The filing states that Coterra RSUs granted on February 19, 2025 converted into 48,798 Devon RSUs vesting January 31, 2028, and Coterra RSUs granted on February 24, 2026 converted into 48,197 Devon RSUs vesting January 31, 2029, subject to the original award terms and conditions.

Were the Devon Energy (DVN) shares in this Form 4 bought on the open market?

No. The reported shares and restricted stock units were acquired with a stated price of $0.00 per share as grant or award acquisitions. They arise from compensation-related equity conversions under the Coterra merger agreement, not from open-market buying or selling activity by the CFO.

How does the Coterra PSU Award affect Devon RSUs for DVN’s CFO?

The filing explains that certain Coterra performance stock unit awards were deemed earned at 100% of target and converted into Devon RSUs. The number of Devon RSUs equals the target Coterra shares multiplied by the 0.7 exchange ratio, keeping other terms generally consistent.

What total share position is shown after one of the DVN CFO’s transactions?

One reported transaction shows a total of 323,480 Devon common shares held following the acquisition. This figure reflects the holdings associated with that specific line item and illustrates the scale of the CFO’s equity position after the reported grant-related activity.