Devon Energy and Coterra Energy Shareholders Approve All‑Stock Merger

DVN
May 05, 2026

On May 4 2026, shareholders of Devon Energy Corporation and Coterra Energy Inc. voted in special meetings to approve all proposals required to complete their all‑stock merger. Devon shareholders represented more than 76 % of the company’s shares and more than 98 % of the votes cast, while Coterra shareholders represented more than 82 % of shares and more than 99 % of votes cast. The transaction is expected to close on or around May 7 2026, creating a combined company that will be a premier large‑cap shale operator with a dominant position in the Delaware Basin.

The merger will convert each share of Coterra common stock into 0.70 shares of Devon common stock, giving Devon shareholders approximately 54 % of the combined company and Coterra shareholders about 46 % on a fully diluted basis. The deal is valued at roughly $58 billion and is projected to generate $1 billion in annual pre‑tax synergies by 2027. Management highlighted that the combined entity will benefit from complementary asset portfolios, scale‑related cost efficiencies, and a stronger balance sheet that supports a 31 % dividend increase to $0.315 per share and authorizes more than $5 billion in share repurchases.

"We are pleased with the strong support we received from shareholders of both companies,” said Clay Gaspar, Devon’s President and Chief Executive Officer. “This is an important milestone as we move toward combining our complementary, world‑class asset bases to create a premier, large‑cap shale operator with greater scale, enhanced margins, and an increased ability to accelerate free cash flow growth and shareholder returns."

Tom Jorden, Coterra’s Chairman, Chief Executive Officer and President, added, "Today's overwhelming support from both Devon and Coterra shareholders affirms the compelling strategic rationale of this combination. Together, we will leverage our complementary portfolios and proven operational expertise to capture meaningful capital and operational synergies and deliver sustainable long‑term value creation for all shareholders."

The merger’s strategic rationale centers on achieving scale in the Delaware Basin, a region known for high‑quality, long‑duration inventory. By combining their asset bases, the new company will be better positioned to manage commodity price volatility, optimize capital deployment, and maintain a conservative balance sheet. The projected $1 billion in annual pre‑tax synergies are expected to arise from streamlined corporate functions, reduced drilling and completion costs, and improved operating margins through a more efficient asset mix.

The dividend increase and share repurchase authorization signal management’s confidence in the combined entity’s future cash‑flow generation. A 31 % rise in the quarterly dividend to $0.315 per share, coupled with a $5 billion share‑buyback program, is designed to enhance per‑share value and reward shareholders for the transaction’s value creation. The transaction also positions the combined company to pursue additional growth opportunities, such as selective asset acquisitions or divestitures, while maintaining a disciplined capital allocation framework.

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