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Devon Energy Corporation and Coterra Energy Inc. have agreed to merge under an Agreement and Plan of Merger dated February 1, 2026. At the effective time each share of Coterra common stock will be converted into 0.70 shares of Devon common stock, with cash paid for fractional shares. Devon and Coterra stockholders must approve related proposals at virtual special meetings to be held May 4, 2026. Based on current estimates, post-closing ownership is expected to be approximately 54% Devon and 46% Coterra on a fully diluted basis. Devon will seek to increase authorized common shares from 1,000,000,000 to 2,000,000,000 to permit the issuance of shares in the merger. The transaction is subject to customary closing conditions, regulatory clearances and stockholder approvals.
Devon Energy Corp ownership update: The Vanguard Group filed Amendment No. 12 to its Schedule 13G/A reporting 0 shares beneficially owned, equal to 0% of common stock. The filing notes an internal realignment effective January 12, 2026 and is signed March 26, 2026 by Ashley Grim.
Devon Energy Corporation amended its main credit agreement, giving the company more time and slightly cheaper SOFR-based borrowing costs. The amendment extends the facility’s maturity date from March 24, 2030 to March 24, 2031, lengthening the period during which the credit line remains available.
The company’s right to request three additional one-year maturity extensions is renewed, subject to approval by lenders holding more than 50% of total commitments. The amendment also removes a 10 basis point credit spread adjustment on SOFR-based rates, modestly lowering interest on those borrowings under the facility.
The registrant Devon Energy Corporation and Coterra Energy Inc. filed a joint proxy statement/prospectus on forming part of a Form S-4 to register shares of Devon Common Stock to be issued in an all-stock merger. Under the Merger Agreement, each share of Coterra Common Stock will convert into 0.70 shares of Devon Common Stock (the Exchange Ratio), with cash in lieu of fractional shares. Devon and Coterra estimate post-closing ownership of approximately 54% for Devon stockholders and 46% for Coterra stockholders on a fully diluted basis. The transactions are conditioned on customary approvals and satisfaction or waiver of conditions, including stockholder approvals, regulatory clearances and effectiveness of the Form S-4. Special meetings for stockholder votes are scheduled virtually for May 4, 2026 at 10:00 a.m., Central Time, with record date March 27, 2026.
Devon Energy Corporation filed a Form S-4 registering shares to be issued in connection with its proposed merger with Coterra Energy Inc., in which Coterra stockholders would receive 0.70 shares of Devon Common Stock per Coterra share, with cash in lieu for fractional shares, after effectiveness of the registration statement and satisfaction or waiver of merger conditions.
The joint proxy/prospectus seeks stockholder approvals at special meetings for the stock issuance, an authorized-share increase (from 1,000,000,000 to 2,000,000,000), and related adjournment proposals. Based on estimates in the filing, post-closing ownership is expected to be approximately 54% Devon stockholders and 46% Coterra stockholders. The merger is subject to customary closing conditions, regulatory clearances, and stockholder approvals; the filing references an $865,000,000 termination fee and an expected close in Q2 2026.
Devon Energy Corporation files its annual report describing a U.S.-focused oil, natural gas and NGL exploration and production business anchored in the Delaware Basin, Rockies, Eagle Ford and Anadarko Basin. In 2025, total production reached 307 MMBoe, led by the Delaware Basin and Williston assets.
The company emphasizes operating excellence, strong balance sheet discipline and shareholder returns through dividends and buybacks. Devon highlights sustainability initiatives, including approximately $100 million of 2025 capital spending on emissions-reduction projects and a long-term aspiration of net zero Scope 1 and 2 GHG emissions, while managing extensive environmental, safety and regulatory obligations.
The report details human capital investments for about 2,200 U.S. employees, significant drilling and acreage positions, marketing and delivery commitments, and extensive risk factors. Key risks include commodity price volatility, regulatory and climate-related pressures, water disposal constraints, counterparty and credit risks, and execution and integration risks related to a planned merger with Coterra Energy.
Devon Energy reported strong fourth-quarter and full-year 2025 results while outlining a transformative all-stock merger with Coterra Energy. Q4 2025 net earnings were $562 million, or $0.90 per diluted share, with core earnings of $510 million, or $0.82 per diluted share. Operating cash flow in the quarter was $1.5 billion, funding capital investment of $883 million and generating $702 million of free cash flow. Production averaged 851,000 Boe per day, above guidance, with oil at 390,000 barrels per day and production costs of $10.99 per Boe.
For 2025, Devon generated net earnings of $2.681 billion and free cash flow of $3.119 billion, ending the year with $1.434 billion of cash and net debt of $6.955 billion, for a net debt-to-EBITDAX ratio of 0.9x. The company continued returning cash through its $5.0 billion repurchase program, buying back 7.1 million shares for $250 million in Q4 and $4.4 billion since inception, retiring about 14% of shares. A Q1 2026 dividend of $0.24 per share was declared, and Devon plans a 31% dividend increase to $0.315 per share after the Coterra merger closes, subject to board approval.
The merger with Coterra, announced Feb. 2, 2026, is expected to create one of the largest shale operators, targeting $1.0 billion in sustainable annual pre-tax synergies. Devon shareholders are expected to own about 54% of the combined company and Coterra shareholders about 46%. Devon estimates it has already achieved 85% of a separate $1 billion business optimization target, supporting lower per-unit costs and improved margins. Q1 2026 production is forecast at 823,000 to 843,000 Boe per day after adjusting for winter-weather downtime, with capital spending of about $900 million and full-year 2026 standalone capital of $3.5 to $3.7 billion.
Devon Energy executive John Bennett Sherrer, VP Accounting & Controller, reported routine equity compensation activity. On February 10, 2026, he disposed of small amounts of common stock through tax-withholding transactions at $43.48 per share, tied to equity awards. On the same date, he acquired 3,738 shares of restricted stock, which will vest in four equal 25% installments each February 10 from 2027 through 2030. Following these transactions, he directly held 15,082 shares of Devon Energy common stock.
Devon Energy executive vice president and chief financial officer Jeffrey L. Ritenour reported several equity-related transactions dated February 10, 2026. He disposed of multiple blocks of common stock via code “F” transactions, which represent shares withheld to cover tax obligations, at $43.48 per share in amounts including 9,391, 4,864, 3,945, 2,485, and 2,688 shares. On the same date, he acquired 34,959 shares of restricted stock at a stated price of $0 under a stock award. According to the filing, these restricted shares vest in four equal 25% installments each February 10 from 2027 through 2030. After the reported transactions, Ritenour directly owned 498,481 shares of Devon Energy common stock.