DEVON ENERGY CORP/DE 8-K

What Happened Devon Energy Corporation announced that the Hart-Scott-Rodino (HSR) waiting period for its previously announced merger with Coterra Energy has expired as of 11:59 p.m. Eastern Time on April 1, 2026. Under the February 1, 2026 merger agreement, Cubs Merger Sub, Inc. will merge into Coterra, with Coterra surviving as a wholly owned subsidiary of Devon. The parties filed HSR notifications on March 2, 2026; the merger closing is expected in the second quarter of 2026, subject to other customary closing conditions.

Key Details

• Merger agreement signed: February 1, 2026 (Devon, Cubs Merger Sub, Inc., and Coterra).
• HSR filings submitted: March 2, 2026; waiting period expired: April 1, 2026 at 11:59 p.m. ET.
• Registration statement on Form S-4 filed March 24, 2026 and declared effective March 26, 2026.
• Joint proxy statement/prospectus filed and mailed to shareholders beginning March 30, 2026.

Why It Matters Clearing the HSR waiting period is a key regulatory milestone that removes one significant obstacle to closing the merger, bringing the combined company closer to completion in Q2 2026. However, closing still depends on other customary conditions and approvals described in the Form S-4 and joint proxy/prospectus. Retail investors should read those filings (available on Devon’s and Coterra’s investor websites and the SEC site) for the full terms, vote information, timing and the detailed risk factors and forward‑looking statements that could affect the transaction and the combined company.