DEVON ENERGY CORP/DE SEC Filings

Devon Energy Corp holding disclosure: Vanguard Portfolio Management reports beneficial ownership of 34,542,441 shares of Common Stock, representing 5.57% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power for 34,542,441 shares and sole voting power for 205,655 shares. The statement describes ownership held on behalf of Vanguard funds and managed accounts; it was signed on 04/29/2026.

Devon Energy Corporation filed a Form 8-K supplement providing additional disclosures to the Joint Proxy Statement/Prospectus for its proposed merger with Coterra Energy. The supplement updates Evercore’s valuation analyses, including discount rates, implied enterprise/equity value ranges, analyst price targets and an implied exchange ratio range of 0.567x–0.943x.

The supplement notes two lawsuits and multiple demand letters alleging disclosure deficiencies; Devon denies any liability but voluntarily provides the supplemental disclosures to minimize disruption to the May 4, 2026 stockholder meetings.

Devon Energy Corporation filed Amendment No. 1 to its annual report to add full Part III disclosures on directors, executive officers, governance and executive compensation, which were originally expected to come from a later proxy statement. The amendment refreshes the board and committee profiles, highlights director skills, confirms an audit committee financial expert, and details codes of ethics and insider trading restrictions. It also explains 2025 leadership changes, including Clay Gaspar becoming President and CEO, and describes a pay-for-performance program where most executive pay is at risk through annual incentives and long-term equity awards tied to relative total shareholder return and company financial, operational, safety and environmental goals.

Devon Energy Corporation filed a shelf registration on Form S-3, dated April 10, 2026, to register common stock, preferred stock, depositary shares, warrants, debt securities, stock purchase contracts and stock purchase units for sale from time to time. The prospectus notes a planned all-stock merger with Coterra Energy Inc. under which each Coterra share will convert into 0.70 shares of Devon common stock. The filing states 621,437,123 shares of common stock were outstanding as of March 31, 2026, and that, subject to stockholder approval tied to the merger, authorized common shares would increase to 2.0 billion and preferred to 4.5 million.

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 announced that the Hart-Scott-Rodino waiting period expired at 11:59 p.m. Eastern Time on April 1, 2026, satisfying that closing condition for its previously disclosed merger with Coterra Energy Inc. The companies filed a Form S-4 that the SEC declared effective on March 26, 2026, and mailed a definitive joint proxy statement/prospectus starting on March 30, 2026. The closing of the merger is expected in the second quarter of 2026, subject to other customary closing conditions.

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 and Coterra Energy Inc. entered into a Merger Agreement dated February 1, 2026, under which Merger Sub will merge into Coterra and Coterra will become a wholly owned subsidiary of Devon. At the Effective Time each share of Coterra Common Stock will convert into 0.70 shares of Devon Common Stock, with cash in lieu of fractional shares. Based on Devon's NYSE close on March 27, 2026, that exchange ratio represented approximately $36.45 per Coterra share. Devon and Coterra estimate pro forma ownership of the combined company of approximately 54% for Devon stockholders and 46% for Coterra stockholders on a fully diluted basis. Special meetings are scheduled virtually for May 4, 2026 for both companies to vote on the merger and related charter and adjournment proposals.