DEVON ENERGY CORP/DE
1090012
Apr 24, 2026, 08:05 PM
0001193125-26-177153
Items (1)
Item 8.01 Other Events. As previously announced, on February 1, 2026, Devon Energy Corporation, a Delaware corporation (the “ Company” or “ Devon”), Cubs Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“ Merger Sub”), and Coterra Energy Inc., a Delaware corporation (“ Coterra”), entered into an Agreement and Plan of Merger (the “ Merger Agreement”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Coterra (the “ Merger”), with Coterra surviving the Merger as a wholly-owned subsidiary of the Company. On March 12, 2026, the Company filed with the U. S. Securities and Exchange Commission (the “ SEC”) a Registration Statement on FormS-4(RegistrationNo. 333-294222)(as amended, the “ Registration Statement”), which was declared effective by the SEC on March 26, 2026, and which included a Joint Proxy Statement/Prospectus of the Company and Coterra in connection with the Merger (such Joint Proxy Statement/Prospectus as filed by the Company on March 30, 2026, the “Joint Proxy Statement/Prospectus”). Each of the Company and Coterra will hold a special meeting of its stockholders, respectively, on May 4, 2026 in connection with the transactions contemplated by the Merger Agreement (the “ Proposed Transaction”) as further described in the Joint Proxy Statement/Prospectus.