Devon Energy Corp.

Devon Energy Corporation announced a definitive Agreement and Plan of Merger with Coterra Energy, Inc. on February 1, 2026. Under the terms, Coterra will merge into a wholly-owned subsidiary of Devon, with Coterra surviving. This all-stock transaction dictates that each share of Coterra common stock will be converted into the right to receive 0.70 shares of Devon common stock. Following the closing, Devon's existing stockholders will own approximately 54% and Coterra's existing stockholders 46% of the combined company. The merger is intended to qualify as a 'reorganization' for U.S. federal income tax purposes.

**Strategic Initiatives and Business Segment Analysis:** The merger is a significant strategic move to enhance scale and operational footprint. The combined company will retain the name Devon Energy Corporation and its ticker symbol 'DVN'. Principal executive functions will be based in Houston, Texas, with a significant continuing presence in Oklahoma City. The board of directors of the combined company will comprise eleven directors, with six selected by Devon and five by Coterra.

**Management Commentary and Forward Guidance:** Devon's existing President and Chief Executive Officer will serve as the President and CEO of the combined company. The Chairman, Chief Executive Officer, and President of Coterra will become Chair of the combined company. Shannon E. Young, III, Coterra's current CFO, will assume the role of principal financial officer for the combined entity, while Devon's current CFO, Jeffrey L. Ritenour, will transition to lead Commercial operations. The agreement includes customary pre-closing covenants and restrictions on soliciting alternative acquisition proposals. The merger is expected to close by August 1, 2026, with potential extensions for antitrust approvals.

**Competitive Positioning and Market Trends:** While not explicitly detailed in this filing, the merger is expected to create a more competitive and diversified player in the energy sector, leveraging the strengths of both companies. The all-stock nature suggests a focus on long-term value creation and integration rather than immediate cash outlay.

**Risk Factors and Concerns Raised:** The filing highlights numerous risks, including the inability to obtain required governmental and regulatory approvals, potential delays, or the imposition of conditions that could reduce anticipated benefits. There are also risks that closing conditions may not be met, that the businesses may not be integrated successfully, or that cost savings, synergies, and growth may not be fully realized or may take longer than expected. Diversion of management time, volatility of commodity prices, and potential impacts on relationships with customers, suppliers, and employees are also noted. A termination fee of $865,000,000 is stipulated under certain circumstances.

**Analyst Q&A Highlights:** The document mentions an investor presentation provided to analysts and investors, but the content of any specific Q&A sessions is not included in this Form 8-K filing. It is important to note that this document is a merger announcement and does not contain traditional Q1 2026 earnings performance metrics like revenue, net income, or EPS.