Form 8-K
8-K — Coterra Energy Inc.
Accession: 0001104659-26-057278
Filed: 2026-05-07
Period: 2026-05-07
CIK: 0000858470
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — tm2613882d1_8k.htm (Primary)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2613882d1_8k.htm · Sequence: 1
false
0000858470
0000858470
2026-05-07
2026-05-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2026
COTERRA
ENERGY INC.
(Exact name of registrant as specified in its
charter)
Delaware
1-10447
04-3072771
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
Three
Memorial City Plaza
840
Gessner Road, Suite 1400
Houston,
Texas
77024
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area
code: (281) 589-4600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which
registered
Common
Stock, par value $0.10 per share
CTRA
New
York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introduction
As previously disclosed, on February 1, 2026, Coterra Energy
Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and
a then direct, wholly-owned subsidiary of Devon (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to them in the Merger Agreement.
On May 7, 2026 (the “Closing Date”), Merger Sub merged
with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”)
as a wholly-owned subsidiary of Devon.
The events described in this Current Report on Form 8-K took
place in connection with the consummation of the Merger.
The foregoing description of the Merger and the
Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02
Termination
of a Material Definitive Agreement.
In connection with the consummation of the Merger, on the Closing
Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended
by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the
Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding
obligations for principal, interest and fees under the Credit Agreement were paid off in full and all guarantees in respect of any obligations under the Credit Agreement were terminated and released.
Item 2.01
Completion
of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report
on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger
(the “Effective Time”), each share of common stock, $0.10 par value, issued and outstanding of the Company (“Company
Common Stock”) (other than shares held by Devon, Merger Sub or any of their respective subsidiaries or by the Company or any of
its subsidiaries (collectively, the “Excluded Shares”)), was converted into the right to receive from Devon 0.70 fully paid
and nonassessable shares of common stock, $0.10 par value, of Devon (“Devon Common Stock”) (the “Exchange Ratio”
and, together with cash paid in lieu of any fractional shares, the “Merger Consideration”). No fractional shares of Devon
Common Stock are being issued in connection with the Merger, and in lieu of fractional shares, the Company’s stockholders are receiving
cash based on the methodology set forth in the Merger Agreement. The Merger Agreement also specifies the treatment of the Company’s
outstanding equity awards in connection with the Merger.
The issuance of Devon Common Stock pursuant to the terms of the Merger
Agreement was registered under the Securities Act of 1933, as amended, pursuant to Devon’s Registration Statement on Form S-4
(File No. 333-294222) (as amended, the “Registration Statement”), which was declared effective by the Securities and
Exchange Commission (the “SEC”) on March 26, 2026. The joint proxy statement/prospectus of the Company and Devon (the
“Joint Proxy Statement/Prospectus”), included in the Registration Statement, contains additional information about the Merger.
The foregoing description of the Merger and the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is
included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introduction and Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Prior to the consummation of the Merger, shares of Company Common
Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “CTRA.” In
connection with the consummation of the Merger, the Company notified the NYSE that the Merger had been completed and requested that the
NYSE delist the shares of Company Common Stock. Upon the Company’s request, the NYSE filed a notification of removal from listing
on Form 25 with the SEC with respect to the delisting and the deregistration of shares of Company Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Common Stock ceased being traded prior
to the opening of the market on May 7, 2026.
In addition, the Company intends to file with the SEC a Form 15
requesting that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended and that the
registration of shares of Company Common Stock under Section 12(g) of the Exchange Act be terminated.
Item 3.03
Material
Modification to Rights of Security Holders.
The information set forth in the Introduction, Item 2.01, Item
3.01, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of Company Common Stock
outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company other than the right to
receive the Merger Consideration pursuant to the Merger Agreement.
Item 5.01 Changes in Control
of Registrant.
The information set forth in the Introduction, Item 2.01, Item
3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change in control
of the Company occurred, and the Company became a wholly-owned subsidiary of Devon.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective as of the Effective Time,
each member of the Company’s board of directors and each officer of the Company immediately prior to the Effective Time ceased
his or her respective service as a director or officer of the Company. Such cessations of service were not related to any disagreement
with the Company on any matter related to the Company’s operations, policies or practices.
Pursuant to the Merger Agreement, the directors and officers of Merger
Sub immediately prior to the Effective Time became the initial directors and officers of the Surviving Corporation, each to hold office
until their respective successors are duly elected and qualified or their earlier death, resignation or removal.
Effective upon and in connection with the consummation of the Merger,
the employment of Thomas E. Jorden was terminated. Mr. Jorden will receive certain severance payments and benefits pursuant to the
Amended and Restated Severance Compensation Agreement, dated January 31, 2026, which is filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on February 2, 2026.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
2.1
Agreement and Plan of Merger, dated as of February 1,
2026, by and among Coterra, Merger Sub and Devon (incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed with the SEC on February 2, 2026).
104
Cover Page Interactive Data File (formatted as
Inline XBRL).
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COTERRA ENERGY INC.
Date: May 7, 2026
By:
/s/
Adam M. Vela
Name:
Adam M. Vela
Title:
Senior Vice President and
General Counsel
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 6
v3.26.1
Cover
May 07, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
May 07, 2026
Entity File Number
1-10447
Entity Registrant Name
COTERRA
ENERGY INC.
Entity Central Index Key
0000858470
Entity Tax Identification Number
04-3072771
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
Three
Memorial City Plaza
Entity Address, Address Line Two
840
Gessner Road
Entity Address, Address Line Three
Suite 1400
Entity Address, City or Town
Houston
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
77024
City Area Code
281
Local Phone Number
589-4600
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock, par value $0.10 per share
Trading Symbol
CTRA
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 3 such as an Office Park
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine3
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration