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Devon Energy Corporation files a Post-Effective Amendment No. 1 on Form S-8 to register 12,386,440 shares of Devon common stock (the "Assumed Shares") that were previously registered on Form S-4 and arise from the merger exchange ratio of 0.70 Devon shares per Coterra share.
The Assumed Shares were allocated to the Devon 2022 Long-Term Incentive Plan and will be available for grant only to individuals who were service providers to Coterra immediately before the merger or who first become service providers to Devon after the merger; availability continues until February 21, 2033, the expiration date of the Coterra plan.
Devon Energy reported first-quarter 2026 total revenues of $3.807 billion and net earnings of $120 million, or $0.19 per diluted share, down sharply from $509 million a year earlier primarily due to a non-cash commodity derivative valuation loss of about $0.7 billion.
Operating cash flow remained strong at $1.655 billion against capital expenditures of $839 million, leaving quarter-end cash, cash equivalents and restricted cash of $1.815 billion and total liquidity of $4.8 billion. Long-term debt stood at $7.387 billion with a debt-to-capitalization ratio of 24.9%.
Devon highlighted an all-stock merger of equals with Coterra, under which each Coterra share will convert into 0.70 Devon share, targeting $1.0 billion in sustainable annual pre-tax synergies. The company is also on track to achieve a separate $1.0 billion optimization plan ahead of schedule and has repurchased roughly 102 million shares for about $4.5 billion cumulatively under its $5.0 billion authorization, currently suspended due to the pending merger. Devon paid a first-quarter 2026 dividend of $0.24 per share.
Devon Energy reported first-quarter 2026 net earnings of $120 million, or $0.19 per diluted share, with core earnings of $641 million, or $1.04 per share, after adjusting for derivative and other items. Operating cash flow reached about $1.7 billion, funding capital spending and generating $816 million of free cash flow as production averaged 833,000 Boe per day, with oil at the top end of guidance.
The company highlighted strong balance sheet metrics, ending the quarter with $1.8 billion in cash, an undrawn $3.0 billion credit facility, total debt of $8.4 billion and a net debt‑to‑EBITDAX ratio of 0.9x. Capital investment excluding acquisitions was $848 million, about 6% below guidance, while total capital including leasehold acquisitions was $999 million.
Strategically, Devon is advancing an all‑stock merger with Coterra Energy, approved by both companies’ shareholders and expected to close on or around May 7, 2026. The combined company, to be named Devon Energy, targets $1.0 billion in sustainable annual pre‑tax synergies by year‑end 2027, with Devon shareholders expected to own about 54% and Coterra shareholders about 46% of the combined entity.
Devon Energy Corporation held a special stockholder meeting and approved the merger with Coterra Energy and an increase in authorized common shares. Stockholders approved the Stock Issuance Proposal and the Authorized Share Charter Amendment to raise authorized common stock from 1,000,000,000 to 2,000,000,000. Voting results were reported for each proposal. The Form S-4 registering shares for the transaction was declared effective on March 26, 2026, and the joint proxy/prospectus was first mailed on or about March 30, 2026. The company states that, assuming satisfaction of closing conditions in the Merger Agreement, it expects the transactions to close on or about May 7, 2026.
Devon Energy Corporation held a virtual special stockholder meeting to vote on matters related to its proposed merger with Coterra Energy Inc. Stockholders approved issuing shares of Devon common stock to Coterra stockholders under the Agreement and Plan of Merger and also approved increasing authorized common shares from 1,000,000,000 to 2,000,000,000.
The stock issuance proposal received 470,046,943 votes for, 4,149,656 against and 1,150,100 abstentions. The authorized share charter amendment received 468,262,401 votes for, 5,833,875 against and 1,250,423 abstentions. Devon expects the merger transactions to close on or about May 7, 2026, subject to customary closing conditions.
Vanguard Capital Management reported beneficial ownership of 46,538,838 shares of Devon Energy Corp common stock, representing 7.50% of the class as of 03/31/2026. The filing shows sole voting power for 6,210,711 shares and sole dispositive power for 46,538,838 shares. The Schedule 13G was signed on 04/29/2026 and states holdings include securities managed for Vanguard funds and client accounts.
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.