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Devon Energy (NYSE: DVN) converts Coterra RSU and PSU awards for EVP

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

Rhea-AI Filing Summary

Devon Energy EVP Michael D. DeShazer reported equity awards tied to Devon’s acquisition of Coterra Energy. Under the merger agreement, each Coterra common share was converted into 0.7 share of Devon common stock, and outstanding Coterra restricted stock units were converted into Devon restricted stock units on the same 0.7-for-1 basis.

Coterra RSUs previously granted to DeShazer were converted into 36,722 Devon RSUs vesting on January 31, 2029 and 33,549 Devon RSUs vesting on January 31, 2028. These compensation-related awards are shown as Form 4 "A" code acquisitions at no cash cost per share, and there are no open-market purchases or sales in this filing.

Positive

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Negative

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Insider DeShazer Michael D.
Role EVP, Exploration & Production
Type Security Shares Price Value
Grant/Award Common Stock 63,779 $0.00 --
Grant/Award Common Stock 70,271 $0.00 --
Grant/Award Common Stock 36,722 $0.00 --
Grant/Award Common Stock 33,549 $0.00 --
Holdings After Transaction: Common Stock — 63,779 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 36,722 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 33,549 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 36,722 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 33,549 Devon RSUs, which will vest on January 31, 2028.
Exchange ratio 0.7 Each Coterra common share or RSU to Devon common stock or RSU
Converted Devon RSUs (2029 vesting) 36,722 units Converted from Coterra RSUs; vest on January 31, 2029
Converted Devon RSUs (2028 vesting) 33,549 units Converted from Coterra RSUs; vest on January 31, 2028
Form 4 grant entries 4 acquisitions All transactions coded "A" as grant, award, or other acquisition
Largest single RSU-related grant 70,271 shares Common stock entry linked to Devon RSUs from Coterra PSU award
Another RSU-related grant 63,779 shares Common stock entry reflecting Devon RSUs tied to Coterra PSU award
Agreement and Plan of Merger regulatory
"On May 7, 2026, 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.
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
"These Devon RSUs relate to 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.
wholly owned subsidiary financial
"Coterra became a wholly owned subsidiary of Devon."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
par value financial
"Coterra's common stock, par value $0.10 per share ("Coterra Common Stock")..."
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
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*
DeShazer Michael D.
(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, Exploration & Production
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)05/07/2026A63,779A(1)63,779D
Common Stock(2)05/07/2026A70,271A(2)134,050D
Common Stock(3)(4)05/07/2026A36,722A(3)(4)170,772D
Common Stock(3)(5)05/07/2026A33,549A(3)(5)204,321D
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 36,722 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 33,549 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 36,722 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 33,549 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) EVP Michael DeShazer report?

Michael DeShazer reported equity award acquisitions, not open-market trades. Coterra restricted and performance stock units he previously held were converted into Devon restricted stock units following the Coterra-Devon merger, all recorded as Form 4 code "A" grant or award acquisitions at no cash cost per share.

How many Devon RSUs tied to Coterra awards did DVN EVP DeShazer receive and when do they vest?

DeShazer received 36,722 Devon restricted stock units vesting on January 31, 2029 and 33,549 Devon restricted stock units vesting on January 31, 2028. These RSUs replace earlier Coterra awards and keep the original vesting schedules, now settled in Devon common stock after the merger.

What exchange ratio applied when Coterra equity converted into Devon Energy (DVN) stock?

Each share of Coterra common stock and each outstanding Coterra restricted stock unit converted into 0.7 share or unit of Devon common stock. This 0.7-for-1 exchange ratio was set in the merger agreement when Coterra became a wholly owned subsidiary of Devon at the effective time.

Did DeShazer buy or sell Devon Energy (DVN) shares on the market in this Form 4?

The filing shows no open-market purchases or sales. All reported transactions are Form 4 code "A" acquisitions, reflecting grant or award-related conversions of Coterra equity into Devon restricted stock units at a stated price of $0.00 per share rather than discretionary trading.

How is the Coterra merger described in relation to Devon Energy (DVN) in this insider report?

The report states that at the effective time of the merger, Coterra became a wholly owned subsidiary of Devon. Each share of Coterra common stock was converted into the right to receive 0.7 share of Devon common stock, and Coterra equity awards were converted into Devon awards on that basis.