Coterra Energy to merge with Devon Energy in all-stock deal; Coterra holders get 0.70 DVN shares per CTRA share

Coterra Energy Inc.

Coterra stockholders to receive 0.70 shares of Devon common stock per share; combined ownership ~46% Coterra, ~54% Devon.
Coterra CEO Thomas E. Jorden to become Chair of combined company; Devon CEO to remain CEO. Combined board: 11 members, 5 from Coterra.
Termination fee of $865M payable by either party in certain circumstances; closing expected by August 1, 2026 (extendable for antitrust).
Coterra and Devon entered into amended severance agreements for top executives, accelerating equity vesting on change in control.

item 1.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Coterra Energy Inc. entered into Agreement and Plan of Merger with Devon Energy Corporation (effective 2026-02-01).

Action: entry
Agreement: merger
Counterparty: Devon Energy Corporation
Effective: 2026-02-01

Exact text from the filing

On February 1, 2026, Coterra Energy Inc., a Delaware corporation (the “ Company ” or “ Coterra ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), with Devon Energy Corporation, a Delaware corporation (“ Devon ”), and Cubs Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Devon (“ Merger Sub ”).

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Coterra Energy Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-008979

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