JORDEN THOMAS E 4
4 · DEVON ENERGY CORP/DE · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Devon Energy (DVN) Director Thomas E. Jorden Receives Awards
What Happened
- Thomas E. Jorden, a director of Devon Energy (DVN), was reported as acquiring a total of 2,613,709 Devon shares/RSUs on May 7, 2026. The filing shows four acquisition entries: 2,092,861; 260,424; 126,230; and 134,194 (all reported with price N/A). These acquisitions were not open-market purchases or sales but conversions/awards resulting from the Devon–Coterra merger effective May 7, 2026.
Key Details
- Transaction date: May 7, 2026. Transaction code: A (award/grant/acquisition). Price per share: N/A; total dollar value not disclosed.
- Reported amounts acquired: 2,092,861; 260,424; 126,230; 134,194 (total 2,613,709).
- Vesting/award specifics: 126,230 Devon RSUs (from a Coterra award) will vest January 31, 2029; 134,194 Devon RSUs (from a Coterra award) will vest January 31, 2028. One PSU award was deemed earned at 100% and converted into Devon RSUs at the merger.
- Shares owned after the transaction: Not specified in the Form 4 filing.
- Filing timeliness: Reported on May 11, 2026. This appears timely under the two-business-day Form 4 rule for a May 7 transaction.
Context
- These acquisitions arose from the Agreement and Plan of Merger between Devon and Coterra: at the Effective Time each share of Coterra common stock and outstanding Coterra RSUs/PSUs converted into the right to receive Devon common stock or Devon RSUs (conversion ratio cited in the merger was 0.7). One performance-based Coterra PSU award was certified as earned at 100% and converted into Devon RSUs on the same terms (except for continuing vesting conditions).
- This is an award/conversion tied to a corporate merger (not an open-market buy or sale). Such conversion awards reflect treatment of pre-merger equity and do not by themselves indicate an insider buying or selling for market reasons.
Insider Transaction Report
Form 4
JORDEN THOMAS E
Director
Transactions
- Award
Common Stock
[F1]2026-05-07+2,092,861→ 2,092,861 total(indirect: By Trust) - Award
Common Stock
[F2]2026-05-07+260,424→ 260,424 total - Award
Common Stock
[F3][F4]2026-05-07+126,230→ 386,654 total - Award
Common Stock
[F3][F5]2026-05-07+134,194→ 520,848 total
Footnotes (5)
- [F1]On May 7, 2026, pursuant to the Agreement and Plan of Merger entered into on February 1, 2026, by and among Devon Energy Corporation (''Devon''), Coterra Energy Inc. (''Coterra") and Cubs Merger Sub, Inc. (the ''Merger Agreement''), as of the effective time of the transactions contemplated thereby (the "Effective Time"), Coterra became a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, at the Effective Time, each share of Coterra's common stock, par value $0.10 per share ("Coterra Common Stock") was converted into the right to receive 0.7 shares of Devon's common stock, par value $0.10 per share ("Devon Common Stock"), subject to certain exceptions.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each time-based Coterra restricted stock unit ("Coterra RSU") outstanding and unvested as of immediately prior to the Effective Time was converted into 0.7 Devon time-based restricted stock units ("Devon RSUs"), with each Devon RSU representing a contingent right to receive a share of Devon Common Stock, subject to the same terms and conditions as were applicable to the corresponding Coterra RSU immediately prior to the Effective Time. The Coterra RSUs granted to the reporting person on February 24, 2026 were converted into 126,230 Devon RSUs, which will vest on January 31, 2029, and the Coterra RSUs granted to the reporting person on February 19, 2025 were converted into 134,194 Devon RSUs, which will vest on January 31, 2028.
- [F3]These Devon RSUs relate to an award of Coterra performance stock units (a "Coterra PSU Award") that, pursuant to the Merger Agreement, at the Effective Time, was deemed earned at 100% of the target level as a result of the certification by the Compensation Committee of Coterra's board of directors to the actual level of performance achieved under the terms of such Coterra PSU Award prior to the Effective Time and was converted, on the same terms and conditions (other than any continuing performance-based vesting conditions and cash settlement features), into an award of Devon RSUs covering a number of shares of Devon Common Stock equal to the product of (i) the target number of shares of Coterra Common Stock subject to such Coterra PSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.7.
- [F4]The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 24, 2026 and, at the Effective Time, converted into 126,230 Devon RSUs, which will vest on January 31, 2029.
- [F5]The Coterra PSU Award to which these Devon RSUs relate was granted to the reporting person on February 19, 2025 and, at the Effective Time, converted into 134,194 Devon RSUs, which will vest on January 31, 2028.
Signature
/s/ Edward T. Highberger, attorney-in-fact|2026-05-11