8-K Reports
DEVON ENERGY CORP/DE
CIK

1090012

Accepted

May 7, 2026, 08:16 PM

Accession

0001193125-26-211971

2.01 Completion of Acquisition or Disposition of Assets
5.02 Departure/Election of Directors or Officers
5.03 Amendments to Articles of Incorporation or Bylaws
7.01 Regulation FD Disclosure
9.01 Financial Statements and Exhibits
Items (5)

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the “ Introductory Note” above is incorporated into this Item 2.01 by reference. Pursuant to the Merger, each share of Coterra common stock, par value $0.10 per share (the “ Coterra Common Stock”), issued and outstanding (other than the Excluded Shares (as defined in the Merger Agreement)), was automatically converted into the right to receive 0.70 shares of common stock (the “ Exchange Ratio”), par value $0.10 per share, of the Company (the “ Company Common Stock”). No fractional shares of Company Common Stock were issued in the Merger, and holders of shares of Coterra Common Stock will, instead, receive cash in lieu of fractional shares of Company Common Stock, if any, as provided in the Merger Agreement. The issuance of shares of Company Common Stock pursuant to the terms of the Merger Agreement, and other shares of Company Common Stock reserved for issuance in connection with the Merger and the other transactions contemplated thereby, were registered under the Securities Act of 1933, as amended (the “ Securities Act”), pursuant to the Company’s registration statement onForm S-4, as amended (FileNo. 333-294222)(the “ Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “ SEC”) on March 26, 2026. The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000. As previously announced, the amendment was approved by the Company’s stockholders at the Company’s special meeting of stockholders held on May 4, 2026. The foregoing description is qualified in its entirety by reference to the full text of the Authorized Share Charter Amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report onForm 8-Kand incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure. On May 7, 2026, Devon and Coterra issued a joint press release announcing the completion of the previously announced Merger. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements and Management’s Report on Internal Control over Financial Reporting The audited consolidated balance sheets of Coterra as of December 31, 2025 and 2024 and the related audited consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows of Coterra for each of the three years ended December 31, 2025, and the related notes thereto and Management’s Report on Internal Control over Financial Reporting as of December 31, 2025, previously filed as Item 8 and Item 9A, respectively, of Coterra’s Annual Report on Form10-Kfor the year ended December 31, 2025 filed with the SEC on February 27, 2026, are incorporated by reference as Exhibit 99.2 hereto and into this Item 9.01(a). (b) Pro Forma Financial Information The unaudited pro forma combined statement of operations for the year ended December 31, 2025 is presented as if the Merger had been completed on January 1, 2025. The unaudited pro forma combined balance sheet is presented as if the Merger had been completed on December 31, 2025. The unaudited pro forma financial statements, and the related notes thereto, required to be filed under Item 9.01 of this Current Report on Form8-Kwere previously filed in the Registration Statement on FormS-4/Afiled by the Company with the SEC on March 24, 2026 under the caption “ Unaudited Pro Forma Combined Financial Statements,” and are incorporated by reference as Exhibit 99.3 hereto and into this Item 9.01(b).