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[Form 4] DEVON ENERGY CORP/DE Insider Trading Activity

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

Rhea-AI Filing Summary

Devon Energy senior vice president and general counsel Adam M. Vela reported stock-based awards tied to Devon’s acquisition of Coterra Energy. On May 7, 2026, Coterra became a wholly owned Devon subsidiary, and each Coterra share was converted into 0.7 shares of Devon common stock.

In connection with this merger, Vela’s outstanding Coterra equity converted into Devon restricted stock units. These include 27,542 Devon RSUs vesting on January 31, 2029 and 25,619 Devon RSUs vesting on January 31, 2028, with no cash paid per share, reflecting compensation and performance awards rather than open-market purchases.

Positive

  • None.

Negative

  • None.
Insider Vela Adam M
Role SVP, General Counsel
Type Security Shares Price Value
Grant/Award Common Stock 48,560 $0.00 --
Grant/Award Common Stock 53,161 $0.00 --
Grant/Award Common Stock 27,542 $0.00 --
Grant/Award Common Stock 25,619 $0.00 --
Holdings After Transaction: Common Stock — 48,560 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 27,542 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 25,619 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 27,542 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 25,619 Devon RSUs, which will vest on January 31, 2028.
Exchange ratio 0.7 shares Each Coterra share converted into 0.7 Devon shares at Effective Time
RSUs vesting 2029 27,542 RSUs Devon RSUs scheduled to vest on January 31, 2029
RSUs vesting 2028 25,619 RSUs Devon RSUs scheduled to vest on January 31, 2028
Awarded RSUs in one line item 53,161 shares Common Stock award coded as grant/award acquisition on May 7, 2026
Awarded RSUs in another line item 48,560 shares Common Stock award coded as grant/award acquisition on May 7, 2026
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.
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.
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.
Effective Time regulatory
"as of the effective time of the transactions contemplated thereby (the "Effective Time")"
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*
Vela Adam M
(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)
SVP, General Counsel
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)05/07/2026A48,560A(1)48,560D
Common Stock(2)05/07/2026A53,161A(2)101,721D
Common Stock(3)(4)05/07/2026A27,542A(3)(4)129,263D
Common Stock(3)(5)05/07/2026A25,619A(3)(5)154,882D
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 27,542 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 25,619 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 27,542 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 25,619 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