Devon director granted shares in Coterra merger
Devon Energy director Thomas E. Jorden reported equity awards tied to Devon’s acquisition of Coterra Energy.
Rhea-AI Filing Summary
Devon Energy director Thomas E. Jorden reported equity awards tied to Devon’s acquisition of Coterra Energy. Under the merger’s 0.7-for-1 stock exchange, his Coterra restricted and performance-based stock units converted into Devon restricted stock units and common shares at no cash cost to him.
He received 134,194 Devon RSUs from a 2025 Coterra grant that will vest on January 31, 2028 and 126,230 Devon RSUs from a 2026 grant that will vest on January 31, 2029. Additional Devon RSU awards of 260,424 shares and 2,092,861 shares (held indirectly by a trust) were also reported, reflecting converted Coterra performance stock unit awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 2,613,709 shares
Grant/Award
4 txns
Insider
JORDEN THOMAS E
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 2,092,861 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 260,424 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 126,230 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 134,194 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 2,092,861 shares (Indirect, By Trust);
Common Stock — 520,848 shares (Direct)
Footnotes (5)
- F1. 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.
- F2. 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 126,230 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 134,194 Devon RSUs, which will vest on January 31, 2028.
- F3. 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.
- F4. 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 126,230 Devon RSUs, which will vest on January 31, 2029.
- F5. 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 134,194 Devon RSUs, which will vest on January 31, 2028.
Key Figures
Merger exchange ratio: 0.7 shares
Indirect Devon shares by trust: 2,092,861 shares
Devon RSUs from 2026 Coterra grant: 126,230 RSUs
+2 more
5 metrics
Merger exchange ratio
0.7 shares
Each Coterra common share converted into 0.7 Devon common shares at the Effective Time
Indirect Devon shares by trust
2,092,861 shares
Devon common stock held indirectly through a trust after Coterra equity conversion
Devon RSUs from 2026 Coterra grant
126,230 RSUs
Converted from Coterra RSUs granted February 24, 2026; vest January 31, 2029
Devon RSUs from 2025 Coterra grant
134,194 RSUs
Converted from Coterra RSUs granted February 19, 2025; vest January 31, 2028
Additional Devon RSU award
260,424 RSUs
Reported as a grant/acquisition of common stock-related units on May 7, 2026
Key Terms
Agreement and Plan of Merger, restricted stock unit, performance stock units, wholly owned subsidiary, +1 more
5 terms
Agreement and Plan of Merger regulatory
"On May 7, 2026, pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among Devon Energy Corporation, Coterra Energy Inc. and Cubs Merger Sub, Inc."
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 as of immediately prior to the Effective Time was converted into 0.7 Devon time-based restricted stock units"
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") that, pursuant to the Merger Agreement, at the Effective Time, was deemed earned at 100% of the target level"
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.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, at the Effective Time, each time-based Coterra restricted stock unit was converted into 0.7 Devon time-based restricted stock units"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Devon Energy (DVN) report for Thomas E. Jorden?
Devon Energy reported that director Thomas E. Jorden acquired several large restricted stock unit awards and common shares at no cash cost, all resulting from the conversion of prior Coterra equity awards when Coterra became a wholly owned Devon subsidiary under their merger agreement.
What are the key Devon RSU grants reported for Thomas E. Jorden at DVN?
Key Devon RSU grants include 126,230 units from a 2026 Coterra grant vesting January 31, 2029, and 134,194 units from a 2025 Coterra grant vesting January 31, 2028. These awards carry over the original vesting schedules from the Coterra equity plans.
AI-generated analysis. How Rhea-AI works. Not financial advice.
