Devon Energy completes + merger with Coterra, doubles authorized shares to 2B

On May 7, 2026, Devon and Coterra issued a joint press release announcing the completion of the previously announced Merger.

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”).

Each Coterra restricted stock unit (whether subject to time-based or performance-based vesting conditions) granted pursuant to any Coterra stock plan that was outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Merger (the “Vested RSUs” and “Vested PSUs,” as applicable) was converted into a number of shares of Company Common Stock equal to the product obtained by multiplying (i) the number of shares of Coterra Common Stock subject to the Vested RSU or Vested PSU (as applicable) immediately prior to the Effective Time (with performance levels deemed achieved at the greater of target and actual levels of performance achieved prior to the Effective Time as determined by the compensation committee of Coterra’s board of directors in consultation with the Company) by (ii) the Exchange Ratio, plus an additional amount in cash equal to any accrued but unpaid cash-based dividend equivalents; provided that, any Vested PSUs earned over target levels of performance were not converted into shares of Company Common Stock and were instead paid in cash based on the closing price per share of Coterra Common Stock on May 6, 2026, the business day immediately prior to the closing as quoted on the New York Stock Exchange (the “Coterra Stock Price”).

Each Coterra restricted stock unit (whether subject to time-based or performance-based vesting conditions) granted pursuant to any Coterra stock plan that was outstanding immediately prior to the Effective Time (other than the Vested RSUs and Vested PSUs) was converted into a number of restricted stock units with respect to shares of Company Common Stock equal to the product obtained by multiplying (i) the number of shares of Coterra Common Stock subject to the applicable Coterra award immediately prior to the Effective Time (with performance levels deemed achieved at the greater of target and actual levels of performance achieved prior to the Effective Time as determined by the compensation committee of Coterra’s board of directors in consultation with the Company) by (ii) the Exchange Ratio, subject to the same terms and conditions as were applicable to the original Coterra award (excluding any continued performance-based vesting conditions).

Each Coterra stock option granted pursuant to any Coterra stock plan that was outstanding immediately prior to the Effective Time (the “Stock Options”) was cancelled and converted into the right to receive from the Company an amount in cash, without interest, equal to the product of (i) the total number of shares of Coterra Common Stock subject to such Stock Option and (ii) the excess, if any, of the Coterra Stock Price over the exercise price per share of Coterra Common Stock of such Stock Option.

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 “Legacy Devon Director” and collectively, the “Legacy Devon Directors”) and (ii) Thomas E. Jorden, Amanda M. Brock, Jacinto J. Hernandez, Jeffrey E. Shellebarger and Marcus A. Watts (each, a “Legacy Coterra Director” and collectively, the “Legacy Coterra Directors”).

the appointment of Shannon E. Young III as Executive Vice President and Chief Financial Officer of the Company to succeed Jeffrey L. Ritenour as principal financial officer of the Company

the appointment of Gregory F. Conaway as Vice President and Chief Accounting Officer of the Company to succeed John Sherrer as principal accounting officer of the Company

Effective upon and in connection with the consummation of the Merger, (i) Dennis C. Cameron will cease to serve as Executive Vice President and General Counsel of the Company and (ii) Tana K. Cashion will cease to serve as Executive Vice President, Human Resources and Administration of the Company. Each of Mr. Cameron and Ms. Cashion are eligible to receive severance benefits consistent with previously disclosed compensation arrangements.

Press Release dated May 7, 2026, announcing completion of merger of equals.

Certificate of Amendment to Devon Energy Corporation’s Restated Certificate of Incorporation, dated May 7, 2026

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.