Coterra Energy Inc. 8-K

What Happened

• Coterra Energy Inc. (Coterra) announced it entered into an Agreement and Plan of Merger with Devon Energy Corporation and Devon’s wholly owned Merger Sub on February 1, 2026. Under the agreement, Merger Sub will merge with and into Coterra, with Coterra surviving as a wholly owned subsidiary of Devon.
• Coterra and Devon filed HSR notifications on March 2, 2026; the applicable HSR waiting period expired at 11:59 p.m. ET on April 1, 2026. The parties expect the merger to close in the second quarter of 2026, subject to satisfaction or waiver of other customary closing conditions.
• Devon filed a registration statement on Form S-4 (declared effective March 26, 2026) and Devon and Coterra filed a definitive joint proxy statement/prospectus on March 30, 2026, which was mailed to stockholders around that date.

Key Details

• Merger Agreement date: February 1, 2026.
• HSR waiting period expired: April 1, 2026 at 11:59 p.m. ET.
• Form S-4 declared effective by the SEC: March 26, 2026.
• Joint proxy statement/prospectus filed and mailed: March 30, 2026; closing expected Q2 2026 (subject to other conditions).

Why It Matters

• Clearing the HSR waiting period removes a major regulatory hurdle, bringing the proposed Devon–Coterra transaction closer to closing. If completed, Coterra will become a wholly owned subsidiary of Devon.
• The transaction still requires satisfaction or waiver of other customary closing conditions and carries customary regulatory, integration and business risks disclosed in the filings. Investors should review the Form S-4 and the joint proxy statement/prospectus (available on the SEC and the companies’ investor websites) for full details and risk factors before making any decisions.