News & Events

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 sh…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors Effective upon the consummation of the Merger, in accordance with the Merger Agreement and as approved by the Devon board of directors (the “ Devon Board ”), the Devon Board consists of the following 11 members: (i) Clay M. Gaspar, Ann G. Fox, Kelt Kindick, Karl F. Kurz, Brent Smolik and Valerie M. Williams (each, a “ Legac…

Results of Operations and Financial Condition. On May 5, 2026, Devon Energy Corporation (the “Company”) announced its financial and operational results for the quarterly period ended March 31, 2026. In connection with this announcement, the Company provided an earnings release and certain supplemental financial information (including guidance and hedging information). Copies of these documents are furnished as Exhibits 99.1 and 99.2, respectively, to this report and, along with certain other…

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…

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…

Entry Into a Material Definitive Agreement. On March 24, 2026, Devon Energy Corporation, a Delaware corporation (the “ Company ”), entered into a First Amendment to Amended and Restated Credit Agreement (the “ Amendment ”), by and among the Company, as borrower, the lenders and the letter of credit issuers party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of March 24, 2023 (as amended, restated, amended…

Results of Operations and Financial Condition. On February 17, 2026, Devon Energy Corporation (the “Company”) announced its financial and operational results for the year and quarter ended December 31, 2025. In connection with this announcement, the Company provided an earnings release and certain supplemental financial information (including guidance and hedging information). Copies of these documents are furnished as Exhibits 99.1 and 99.2, respectively, to this report and, along with certa…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Contingent upon and effective as of the closing of the Merger, Shannon E. Young, III, 54, who is currently Chief Financial Officer of Coterra, will serve as the principal financial officer of the combined company. Mr. Young has served as Executive Vice President and Chief Financial Officer of Coterra since July 2023. Prior to joining Coterra, Mr. Y…

and Exhibits 99.1 and 99.2 of this Form 8-K is being furnished, not filed. Accordingly, the information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference therein. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed merger (the “Proposed Transaction”) of Devon and Coterra, Devon will file with the Securities and Exchang…

Entry Into a Material Definitive Agreement. Merger Agreement 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 su…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On and effective as of October 1, 2025, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”) elected Brent J. Smolik to the Board. Mr. Smolik will serve on the Audit and Safety, Operations, and Resource Committees of the Board. There are no arrangements or understandings between Mr. Smolik and any other person in connect…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 4, 2025, John Krenicki Jr. informed the Board of Directors (the “Board”) of Devon Energy Corporation (“Devon”) of his decision to retire from the Board at the end of his current term and not stand for re-election as a director at Devon’s 2025 annual meeting of stockholders (the “Annual Meeting”). Mr. Krenicki’s current term is scheduled to…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 10, 2025, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company” or “Devon”) appointed (i) John D. Raines as Senior Vice President, E&P Asset Management, effective as of February 8, 2025, and (ii) Thomas J. Hellman as Senior Vice President, E&P Operations, effective as of January 20, 2025. The Company’s principal…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 6, 2024, (i) Richard E. Muncrief provided notice that he will retire from his position as President and Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”), effective as of 8:00 a.m. Central Time on March 1, 2025 (the “Effective Time”), and (ii) the Board appointed…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 17, 2024, Jeremy Humphers notified Devon Energy Corporation (the “Company”) that he will retire as Senior Vice President and Chief Accounting Officer of the Company effective March 8, 2024. In connection with Mr. Humphers’ retirement, on January 23, 2024, the Board of Directors of the Company appointed John Sherrer to succeed Mr. Humpher…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On and effective as of January 3, 2023, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”) elected Michael N. Mears and Gennifer F. Kelly to the Board. Mr. Mears will serve on the Governance, Environmental, and Public Policy and Audit Committees of the Board, and Ms. Kelly will serve on the Audit and Reserves Committee…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 15, 2022, Devon Energy Corporation (the “Company”) announced that David A. Hager notified the Company that he has decided to retire from the Board of Directors of the Company (the “Board”), including his position as Executive Chair of the Board, effective as of January 7, 2023. Mr. Hager’s decision to retire from the Board is not the r…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, Devon Energy Corporation (the “Company”) completed a merger transaction (the “Merger”) with WPX Energy, Inc. (“WPX”) on January 7, 2021, pursuant to which WPX became a wholly-owned subsidiary of the Company. In connection with the closing of the Merger, certain outstanding WPX restricted stock units previously granted to di…