# Coterra Energy Inc. (CTRA) — merger/definitive [terminated]
Source: SEC API (secapi.ai) · situation sit_aa1cda8c36b8f6c74e45 · retrieved 2026-08-11T16:13:06.484Z

## Overview
Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company.

Coterra Energy Inc. is combining with Devon Energy Corporation in a proposed merger transaction. Devon will file a registration statement on Form S-4 with the SEC to register shares of Devon common stock to be issued in connection with the transaction. The filing includes a post-close organizational structure for the combined company, with executive leadership roles assigned across operations, subsurface, corporate development, E&P regions, finance, and technology functions. The transaction remains subject to regulatory approvals and customary closing conditions.

## Terms
- Counterparty: Devon Energy Corporation · Deal value: $61.00B · Consideration: stock · Stake: 46% · Price/share: $0.7

## Key dates
- Announced 2026-02-02 · Expected close 2026-06-30 · Terminated 2026-05-07

## Timeline
- 2026-02-02 · 425 (0001104659-26-009301): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is an independent oil and natural gas exploration and production company engaged in crude petroleum and natural gas operations.* Devon Energy Corporation has announced a proposed merger with Coterra Energy Inc., whereby Devon will issue shares of its common stock as consideration. Devon will file a registration statement on Form S-4 with the SEC to register the shares to be issued in the transaction. The merger is subject to customary closing conditions, regulatory approvals, and shareholder votes by both companies.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-009301.txt
- 2026-02-02 · 425 (0001104659-26-009298): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company.* Coterra Energy Inc. announced a merger with Devon Energy Corporation. Upon close of the transaction, Clay Gaspar will serve as President and CEO of the combined company, with Coterra's current CEO Tom Hellman becoming Chairman of the Board. The combined company will be headquartered in Houston, with Oklahoma City remaining an important location. The filing does not disclose a specific transaction value, consideration type, or expected closing date beyond a reference to "sometime in the second quarter."
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-009298.txt
- 2026-02-02 · 425 (0001104659-26-008982): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is an independent oil and natural gas exploration and production company engaged in the development and production of crude petroleum and natural gas properties.* On February 1, 2026, Coterra Energy Inc. entered into a merger agreement with Devon Energy Corporation and Cubs Merger Sub, Inc. (Devon's wholly-owned subsidiary). Under the agreement, Coterra shareholders will receive 0.70 shares of Devon common stock for each Coterra share held. Following the closing, Coterra's existing stockholders and Devon's existing stockholders will own approximately 46% and 54%, respectively, of the combined company. The Coterra Board unanimously determined the merger is in the best interests of the company and its stockholders and recommended approval. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-008982.txt
- 2026-02-03 · 425 (0001104659-26-009655): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company with significant positions in the Delaware Basin and other Lower 48 shale basins.* Devon Energy Corporation announced an all-stock merger with Coterra Energy Inc., creating a combined company with over 1.6 million barrels of oil equivalent per day production. The transaction targets $1 billion in annual pre-tax synergies by year-end 2027, comprising $350 million from capital optimization, $350 million from operating margin improvements, and $300 million from corporate cost reductions. The combined company will maintain a fortress balance sheet with $4.4 billion in liquidity and 0.9x net-debt-to-EBITDAX, and plans to declare a quarterly dividend of $0.315 per share with a new share repurchase authorization exceeding $5 billion. Devon's headquarters will relocate to Houston, with Clay Gaspar as President and CEO and Tom Jorden as Chairman.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-009655.txt
- 2026-02-03 · 425 (0001193125-26-034099): 425 - Coterra Energy Inc. — *Devon Energy is a crude petroleum and natural gas exploration and production company with operations in major U.S. unconventional basins including the Delaware Basin, Anadarko, Eagle Ford, Marcellus, Powder River, and Williston.* Devon Energy Corporation announced on February 2, 2026, an agreement to merge with Coterra Energy Inc. in an all-stock transaction expected to close in Q2 2026, subject to regulatory approvals and shareholder votes. The combined company will operate under the Devon Energy name with Clay Gaspar as President and CEO and Tom Jorden (Coterra's current Chairman and CEO) becoming Non-Executive Chairman. The merger is projected to deliver $1 billion in annual pre-tax synergies by year-end 2027, comprising $350 million in capital optimization, $350 million in operating margin improvements, and $300 million in corporate cost reductions. The combined company will have over 1.6 million barrels of oil equivalent per day production, with a leading position in the Delaware Basin anchoring the portfolio.
  https://www.sec.gov/Archives/edgar/data/858470/0001193125-26-034099.txt
- 2026-02-06 · 425 (0001193125-26-041333): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company.* Devon Energy Corporation and Coterra Energy Inc. entered into a definitive agreement to merge in an all-stock transaction, creating a combined enterprise value of approximately $58 billion. The transaction is expected to realize $1 billion in annual pre-tax synergies. Upon closing, Devon shareholders will own approximately 54% of the combined company and Coterra shareholders will own approximately 46% on a fully diluted basis. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and approvals by both Devon and Coterra shareholders.
  https://www.sec.gov/Archives/edgar/data/858470/0001193125-26-041333.txt
- 2026-02-09 · 425 (0001104659-26-011679): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is an independent oil and natural gas exploration and production company operating in major U.S. basins including the Permian, Marcellus, Eagle Ford, Anadarko, and Rockies.* Devon Energy Corporation is merging with Coterra Energy Inc. in an all-stock transaction valued at approximately $21.5 billion. The combined company will become the fourth largest independent energy producer in America and one of the largest operators in the Delaware Basin. Tom Jorden, Coterra's Chairman and CEO, will become Chairman of the combined company, with Clay Gaspar (Devon's CEO) leading the merged entity as CEO. The transaction is subject to regulatory approvals and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-011679.txt
- 2026-02-19 · 425 (0001104659-26-017619): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company.* Coterra Energy Inc. and Devon Energy Corporation announced merger integration planning has commenced with the formation of an integration steering team and selection of McKinsey & Co. as integration consultant. The companies project closing in the second quarter of 2026, pending regulatory and shareholder approvals. The combined entity is expected to create "one of the strongest, most competitive companies" in the energy sector, with integration leadership co-led by Blake Sirgo (Executive Vice President, Business Units) and Trey Lowe (Senior Vice President, Chief Technology Officer).
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-017619.txt
- 2026-02-19 · 425 (0001193125-26-059706): 425 - Coterra Energy Inc. — *Devon Energy is a leading U.S. unconventional oil and natural gas operator with operations in the Permian, Anadarko, Eagle Ford, Marcellus, Powder River, and Williston basins.* Devon Energy Corporation announced on February 2, 2026, plans to merge with Coterra Energy Inc., with Devon as the go-forward entity. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and shareholder votes from both companies. The merger is expected to generate $1.0 billion in merger synergies through capital optimization, operating margin improvements, and corporate cost reductions, in addition to Devon's existing Project Edge target of $1 billion by end of 2026.
  https://www.sec.gov/Archives/edgar/data/858470/0001193125-26-059706.txt
- 2026-02-19 · 425 (0001193125-26-059715): 425 - Coterra Energy Inc. — *Devon Energy Corporation is a crude petroleum and natural gas exploration and production company.* Devon Energy Corporation is merging with Coterra Energy Inc. in an all-stock transaction. Both companies are working to achieve necessary regulatory and shareholder approvals, with a projected close in the second quarter of 2026. Devon will file a registration statement on Form S-4 to register shares of Devon common stock to be issued in connection with the merger. Integration planning has officially commenced, with McKinsey & Co. selected as the external integration partner.
  https://www.sec.gov/Archives/edgar/data/858470/0001193125-26-059715.txt
- 2026-02-27 · 425 (0001104659-26-020736): 425 - Coterra Energy Inc. — *Coterra Energy is an independent oil and gas exploration and production company with operations in the Permian Basin, Marcellus Shale, and Anadarko Basin, generating 2025 production of approximately 782 thousand barrels of oil equivalent per day.* Coterra Energy announced a transformative merger with Devon Energy to create a large-cap independent oil and gas company with a combined enterprise value of approximately $61 billion as of February 23, 2026. The combined entity will have over 1.6 million barrels of oil equivalent per day (mmboed) of 2026 estimated production, with a balanced commodity mix of 34% oil, 22% natural gas liquids, and 44% natural gas. The merger is expected to close in the second quarter of 2026, subject to regulatory and shareholder approvals. The combined company plans to declare a quarterly dividend of $0.315 per Devon share (or $0.22 per Coterra share) and expects a new share repurchase authorization in excess of $5 billion. The transaction is projected to deliver $1.0 billion of pre-tax synergies across capital optimization, operating margin, and corporate redundancies, with run-rate cost savings expected by 2027.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-020736.txt
- 2026-03-11 · 425 (0001104659-26-026434): 425 - Coterra Energy Inc. — *Coterra Energy Inc. is a crude petroleum and natural gas exploration and production company.* Coterra Energy Inc. is combining with Devon Energy Corporation in a proposed merger transaction. Devon will file a registration statement on Form S-4 with the SEC to register shares of Devon common stock to be issued in connection with the transaction. The filing includes a post-close organizational structure for the combined company, with executive leadership roles assigned across operations, subsurface, corporate development, E&P regions, finance, and technology functions. The transaction remains subject to regulatory approvals and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/858470/0001104659-26-026434.txt
- 2026-05-07 · 8-K (0001104659-26-057278): 8-K FORM 8-K
  https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm

## Citations
- 0001104659-26-009301 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926009301
- 0001104659-26-009298 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926009298
- 0001104659-26-008982 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008982
- 0001104659-26-009655 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926009655
- 0001193125-26-034099 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526034099
- 0001193125-26-041333 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526041333
- 0001104659-26-011679 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926011679
- 0001104659-26-017619 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926017619
- 0001193125-26-059706 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526059706
- 0001193125-26-059715 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526059715
- 0001104659-26-020736 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020736
- 0001104659-26-026434 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926026434
- 0001104659-26-057278 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926057278