# Devon Energy (DVN): Material Events, Fiscal 2026 (January 1 to November 7, 2026) ## Filings that contain financial statements Devon furnishes a full set of quarterly financial statements with each earnings release, in the "supplemental financial information" exhibit (Exhibit 99.2), alongside the narrative release (Exhibit 99.1). Each one covers five trailing quarters. | Form 8-K filed | Accession | Exhibit | Periods covered | Statements | |---|---|---|---|---| | Nov 5, 2026 | 0001193125-26-449884 | Exhibit 99.2 | Q3 2026, with Q2 2026, Q1 2026, Q4 2025 and Q3 2025 | Consolidated statements of earnings, balance sheets, statements of cash flows | | Aug 4, 2026 | 0001193125-26-332824 | Exhibit 99.2 | Q2 2026, with Q1 2026 and Q4, Q3, Q2 2025 | Consolidated statements of earnings, balance sheets, statements of cash flows | | May 5, 2026 | 0001193125-26-206689 | Exhibit 99.2 | Q1 2026, with Q4, Q3, Q2, Q1 2025 | Consolidated statements of earnings, balance sheets, statements of cash flows | | Feb 17, 2026 | 0001193125-26-054657 | Exhibit 99.2 | Full year 2025 and Q4 2025, with Q3, Q2, Q1 2025 and Q4 2024 | Consolidated statements of earnings, balance sheets, statements of cash flows | Unaudited pro forma financial statements for the Coterra combination, prepared under Article 11 of Regulation S-X: - **Form 8-K filed April 10, 2026 (accession 0001193125-26-151250), Exhibit 99.1:** pro forma combined balance sheet as of December 31, 2025, and pro forma combined statement of operations for the year ended December 31, 2025, with supplemental pro forma reserves information. - **Form 8-K filed May 22, 2026 (accession 0001193125-26-235632), Exhibit 99.1:** pro forma combined balance sheet as of March 31, 2026, and pro forma combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025. The merger-completion Form 8-K of May 7, 2026 (accession 0001193125-26-211971) incorporates Coterra's audited 2023 to 2025 financial statements by reference from Coterra's own 2025 Form 10-K. It does not attach them. Nine-month 2026 figures are in the Form 10-Q for the quarter ended September 30, 2026 (accession 0001193125-26-451216). The earnings-release statements print quarterly columns. --- ## 1. The Coterra merger: signed February 1, closed May 7, 2026 **Feb 2, 2026: merger agreement signed** (Form 8-K, Items 1.01, 5.02 and 7.01, accession 0001193125-26-032720). On February 1, 2026 Devon agreed to an all-stock merger with Coterra Energy. Each Coterra share converts into 0.70 Devon share. Devon holders would own about 54% of the combined company and Coterra holders about 46%. The joint press release puts the combined enterprise value at about $58 billion, based on Devon's January 30, 2026 close, and targets $1.0 billion of annual pre-tax synergies by year-end 2027. The combined company keeps the Devon name and the DVN ticker and is headquartered in Houston, with a significant continuing presence in Oklahoma City. The board has 11 seats: six Devon designees and five Coterra designees. Devon's Clay Gaspar is CEO, and Coterra's Tom Jorden is non-executive Chair. A termination fee of $865 million applies in specified circumstances. The outside date was August 1, 2026, extendable for antitrust approvals. **Apr 2, 2026: antitrust clearance** (Form 8-K, Item 8.01, accession 0001193125-26-140060). The Hart-Scott-Rodino waiting period expired on April 1, 2026, satisfying the antitrust closing condition. The Form S-4 registration statement was declared effective on March 26, 2026. **Apr 24, 2026: merger litigation and supplemental proxy disclosures** (Form 8-K, Item 8.01, accession 0001193125-26-177153). Two stockholder complaints had been filed in New York state court, and both companies had received demand letters. All of them allege disclosure deficiencies in the joint proxy statement/prospectus. Devon denied that any further disclosure was required. Without admitting liability, it supplemented the financial-advisor analyses. **May 5, 2026: stockholder approval** (Form 8-K, Item 5.07, accession 0001193125-26-204738). At the May 4 special meeting, Devon stockholders approved the share issuance (470.0 million votes for, 4.1 million against). They also approved a charter amendment doubling authorized common shares from 1.0 billion to 2.0 billion. **May 7, 2026: merger completed** (Form 8-K, Items 2.01, 5.02, 5.03 and 7.01, accession 0001193125-26-211971). The filing states that the merger "w[as] consummated" on May 7, 2026, and Coterra is now a wholly owned subsidiary. Coterra common stock was delisted from the NYSE. According to the Form 10-Q for the quarter ended September 30, 2026 (accession 0001193125-26-451216), the Devon shares issued to Coterra holders were worth about $24.8 billion at the May 6, 2026 close. Board and officer changes took effect at closing: - Five legacy Devon directors resigned. Five Coterra directors joined, including Thomas E. Jorden as non-executive Chair. Brent Smolik became Lead Independent Director. - Shannon E. Young III (Coterra's CFO) succeeded Jeffrey L. Ritenour as CFO. Ritenour stays as EVP and Chief Corporate Development Officer. - Gregory F. Conaway became Chief Accounting Officer. - General Counsel Dennis C. Cameron and EVP Human Resources Tana K. Cashion departed. **Jun 5, 2026: Coterra preferred stock now converts into Devon common** (Form 8-K, Item 8.01, accession 0001193125-26-259922). Devon registered up to 175,000 shares of common stock, issuable on conversion of the 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Coterra Energy Operating Co. The preferred's terms were amended at closing so that it converts into Devon common stock. **Jun 25, 2026: Coterra debt exchanged into Devon notes** (Form 8-K, Items 1.01, 2.03 and 8.01, accession 0001193125-26-282884). Devon settled exchange offers for Coterra's senior notes. Holders accepted about $2.95 billion of principal across seven series and received new Devon notes: - $627.1 million of 3.90% notes due 2027 - $447.6 million of 4.375% notes due 2029 - $465.8 million of 5.60% notes due 2034 - $671.7 million of 5.40% notes due 2035 - $734.2 million of 5.90% notes due 2055 Small amounts of each Coterra series remain outstanding. If a registered exchange offer is not completed within 450 days, additional interest of up to 1.0% applies. ## 2. Earnings releases and guidance **Feb 17, 2026: Q4 and full-year 2025 results** (Form 8-K, Item 2.02, accession 0001193125-26-054657, Exhibit 99.1). - Q4 2025 net earnings: $562 million ($0.90 per diluted share). Core earnings: $510 million ($0.82). - Operating cash flow: $1.5 billion. Free cash flow: $702 million. - Year-end 2025 debt was $8.4 billion, and proved reserves were 2.4 billion Boe. - Share repurchases were suspended once the merger was announced. - The 2026 guidance issued that day covered standalone Devon only. **May 5, 2026: Q1 2026 results** (Form 8-K, Item 2.02, accession 0001193125-26-206689, Exhibit 99.1). - Net earnings: $120 million ($0.19 per diluted share). Core earnings: $641 million ($1.04). - Operating cash flow: $1.7 billion. Free cash flow: $816 million. - Repurchases totaled $69 million before the suspension. - Devon withdrew full-year guidance pending the merger close and said combined guidance would follow in mid-June 2026. That combined guidance was not furnished on a Form 8-K. The August 4 release says full-year 2026 guidance "remains unchanged from June." **Aug 4, 2026: Q2 2026 results, the first quarter including Coterra** (Form 8-K, Item 2.02, accession 0001193125-26-332824, Exhibit 99.1). - Net earnings: $1.9 billion ($2.03 per diluted share). Core earnings: $1.5 billion ($1.57). - GAAP operating cash flow: $3.7 billion. Adjusted free cash flow: $1.7 billion, excluding $174 million of after-tax restructuring costs. - Production averaged 1,359,000 Boe per day, of which 503,000 barrels per day was oil. - Debt stood at $11.4 billion at June 30. - The release disclosed a comprehensive asset-by-asset portfolio review. **Nov 5, 2026: Q3 2026 results, the first full combined quarter** (Form 8-K, Item 2.02, accession 0001193125-26-449884, Exhibit 99.1). - Net earnings: $1.0 billion ($0.88 per diluted share). Core earnings: $1.6 billion ($1.42). - GAAP operating cash flow: $2.8 billion. Adjusted free cash flow: $2.0 billion. - Production averaged 1,668,000 Boe per day, of which 553,000 barrels per day was oil. - At September 30, debt was $10.6 billion and net debt $10.2 billion (0.9 times trailing EBITDAX). Cash was $0.4 billion. - Full-year 2026 production and capital guidance was reaffirmed. - **Synergy outlook raised:** the expected year-end 2026 run rate is about $350 million, against $200 million outlined in August, and 2027 average synergies are about $700 million, up from $600 million. The $1.0 billion run-rate target by year-end 2027 is unchanged. - **Initial 2027 view,** pro forma for the Eagle Ford sale: about 525,000 barrels of oil per day and 1,600,000 Boe per day, on total capital of about $5.3 billion. - Devon plans to retire a further $1.5 billion of long-term debt, reaching a $9 billion gross debt target in early 2027. ## 3. Portfolio: acquisitions and divestitures **May 21, 2026: federal lease acquisition, completed** (Form 8-K, Items 7.01 and 8.01, accession 0001193125-26-233515). On May 20, 2026, Devon "completed the acquisition" of 16,300 net undeveloped Delaware Basin acres in Lea and Eddy Counties, New Mexico, in the Bureau of Land Management lease sale. It paid about $2.6 billion, or about $161,500 per net acre, funded with cash on hand. The press release cites about 400 net locations and an 87.5% net revenue interest, and says development is planned to begin in 2027. **Oct 8, 2026: Eagle Ford sale, signed and not yet closed** (Form 8-K, Items 7.01 and 8.01, accession 0001193125-26-417944). A Devon subsidiary agreed to sell its Eagle Ford assets in South Texas to subsidiaries of Crescent Energy Company. The price is $4.2 billion in cash, subject to adjustments, with a July 1, 2026 effective date. The assets are about 90,000 net acres in Karnes, DeWitt and Gonzales Counties and about 4% of Devon's total Boe production. After-tax proceeds are earmarked for share repurchases and debt reduction. The Q3 release (accession 0001193125-26-449884) estimates net proceeds at about $3.5 billion after taxes and effective-date adjustments. The Q3 Form 10-Q says Devon expects to recognize a material gain on closing. Closing is subject to regulatory approvals, including the Hart-Scott-Rodino waiting period, and the expected timing has moved later across filings: - The October 8 Form 8-K says the fourth quarter of 2026 or early 2027. - Its press release says around year-end 2026. - The November 5 release and the Q3 Form 10-Q both say early 2027. **Q3 2026: Solitude pipeline investment.** No separate Form 8-K covers this. During the third quarter, Devon acquired a 25% interest in the Solitude Pipeline System, a joint venture building two natural gas pipelines from the Permian Basin to the Texas Gulf Coast, and secured firm transportation capacity on it. The Q3 Form 10-Q puts the contribution at about $83 million (Form 8-K accession 0001193125-26-449884, Exhibit 99.1; Form 10-Q accession 0001193125-26-451216). ## 4. Capital returns and balance sheet - **Dividend.** The Q1 2026 dividend was $0.24 per share. At signing, Devon said it planned a post-close quarterly dividend of $0.315. After closing, the board actually approved $0.32, a 33% increase. The Q2 and Q3 dividends were $366 million each, and a $0.32 dividend for Q4 is payable December 30, 2026 (accessions 0001193125-26-054657, 0001193125-26-332824, 0001193125-26-449884). - **Buyback.** The prior $5.0 billion program was terminated at the merger close. A new $8.0 billion program was authorized on May 7, 2026 and runs through mid-2029. No separate Form 8-K covers it; it is disclosed in the earnings releases and the Form 10-Q. - Repurchases under the new program were $197 million in the last seven weeks of Q2 and $414 million (8.9 million shares) in Q3. - The company expects to step them up to more than $1 billion in Q4 2026 and to accelerate further in 2027 (accessions 0001193125-26-332824, 0001193125-26-449884). - **Debt reduction.** No separate Form 8-K covers these repayments; the earnings releases report them. - Devon repaid its $1.0 billion term loan: $250 million in Q2 and the remaining $750 million in July. - It also retired $250 million of senior notes in Q2, for $1.25 billion of debt reduction since the close. - The company reports no outstanding maturities until Q2 2027 (accessions 0001193125-26-332824, 0001193125-26-449884). - **Credit facility.** On March 24, 2026, Devon amended its revolving credit agreement (Form 8-K, Item 1.01, accession 0001193125-26-122224). The amendment extends maturity from March 24, 2030 to March 24, 2031, renews three one-year extension options and removes the 10 basis point SOFR credit spread adjustment. The facility was undrawn at $3.0 billion at each quarter-end reported in 2026. ## 5. Management, board and governance - **Jun 30, 2026: annual meeting** (Form 8-K, Item 5.07, accession 0001193125-26-290829). Stockholders elected all 11 nominees, ratified KPMG LLP as auditor for 2026 and approved the advisory say-on-pay vote. Shares outstanding on the May 18, 2026 record date: 1,153,403,107. - **Aug 20, 2026: operating leadership reshuffle** (Form 8-K, Item 5.02, accession 0001193125-26-359267). - Tom Hellman became EVP, Exploration & Production, for Anadarko, Eagle Ford, Marcellus and Rockies. - Robert (Trey) Lowe III became EVP, Exploration & Production, for the Permian. - Kevin Smith became EVP and Chief Technology Officer. - Former E&P heads John Raines (Permian) and Michael DeShazer (Anadarko, Eagle Ford, Marcellus and Rockies) left on September 1, 2026. - **Aug 27, 2026: CEO pay adjustment** (Form 8-K, Item 5.02, accession 0001193125-26-371317). The Compensation Committee raised CEO Clay M. Gaspar's base salary to $1.5 million a year, retroactive to May 7, 2026. It also approved a $2.7 million restricted stock award, granted September 10, 2026, that vests in three annual installments. ## Not covered by a stand-alone Form 8-K No Form 8-K is dedicated to these developments. They are disclosed in the earnings releases and the Q3 Form 10-Q: - the $8.0 billion buyback authorization - the term-loan repayment - the Solitude pipeline investment - the combined-company full-year 2026 guidance issued in June 2026 The buyback is also mentioned in passing in the May 21, 2026 lease-sale press release (accession 0001193125-26-233515, Exhibit 99.1), and the Solitude investment in the October 8, 2026 Eagle Ford press release (accession 0001193125-26-417944, Exhibit 99.1). As of November 7, 2026, no filing reports that the Eagle Ford sale has closed.