Form 8-K

8-K — Coterra Energy Inc.

Accession: 0001104659-26-039239

Filed: 2026-04-02

Period: 2026-04-01

CIK: 0000858470

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Other Events

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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):

April 1, 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. ¨

Item 8.01

Other Events.

As previously announced, on February 1, 2026, Coterra Energy Inc.,

a Delaware corporation (the “Company” or “Coterra”), Devon Energy Corporation, a Delaware corporation

(“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Devon (“Merger

Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides

that, among other things and upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with

and into Coterra (the “Merger”), with Coterra surviving the Merger as a wholly-owned subsidiary of Devon.

The closing of the Merger is subject to, among other things, the satisfaction

or waiver of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended (“HSR Act”). Coterra and Devon each filed an HSR Act notification with

the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on March 2, 2026. The applicable waiting

period under the HSR Act expired at 11:59 p.m. Eastern Time on April 1, 2026. Accordingly, the condition to the Merger relating to the

expiration or termination of the waiting period under the HSR Act has been satisfied. The closing of the Merger is expected to occur in the second quarter of 2026, subject to the satisfaction or waiver of other customary closing conditions specified in the Merger Agreement.

Additional

Information and Where to Find It

In connection with the proposed merger (the “Proposed Transaction”)

of Devon and Coterra, Devon filed with the Securities and Exchange Commission (the “SEC”) a registration statement

on Form S-4, as amended, on March 24, 2026 to register the shares of Devon’s common stock to be issued in connection with

the Proposed Transaction. The registration statement on Form S-4 was declared effective by the SEC on March 26, 2026. Each of

Devon and Coterra filed a definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”) with the SEC

on March 30, 2026 and commenced mailing to their respective stockholders on or about March 30, 2026. Each of Devon and Coterra

may also file with or furnish to the SEC other relevant documents regarding the Proposed Transaction. This current report on Form 8-K

is not a substitute for the joint proxy statement/prospectus or any other document that Devon or Coterra has filed or may file with or

furnish to the SEC. INVESTORS AND SECURITY HOLDERS OF DEVON AND COTERRA ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY

STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE

FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, COTERRA, THE PROPOSED

TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain copies of the registration statement and the joint

proxy statement/prospectus and other documents containing important information about Devon and Coterra free of charge from the SEC’s

website. The documents filed by Devon with the SEC may be obtained free of charge at Devon’s website at investors.devonenergy.com

or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Devon by requesting them by mail

at Devon, Attn. Investor Relations, 333 West Sheridan Ave, Oklahoma City, OK 73102. The documents filed by Coterra with the SEC may

be obtained free of charge at Coterra’s website at investors.coterra.com or at the SEC’s website at www.sec.gov. These documents

may also be obtained free of charge from Coterra by requesting them by mail at Coterra, Attn: Investor Relations, Three Memorial City

Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

Offer or Solicitation

This communication is not intended to and shall not constitute an offer

to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means

of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward

Looking Statements

This communication includes “forward-looking

statements” as defined by the SEC. Such statements include those concerning strategic plans, Devon’s and Coterra’s expectations

and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases

such as “expects,” “believes,” “will,” “would,” “could,” “continue,”

“may,” “aims,” “likely to be,” “intends,” “forecasts,” “projections,”

“estimates,” “plans,” “expectations,” “targets,” “opportunities,” “potential,”

“anticipates,” “outlook” and other similar terminology. All statements, other than statements of historical

facts, included in this communication that address activities, events or developments that Devon or Coterra expects, believes or anticipates

will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and

uncertainties, many of which are beyond Devon’s and Coterra’s control. Consequently, actual future results could differ materially

and adversely from Devon’s and Coterra’s expectations due to a number of factors, including, but not limited to those, identified

below.

With respect to the Proposed Transaction, these

factors could include, but are not limited to: the risk that Devon or Coterra may be unable to obtain governmental and regulatory approvals

required for the Proposed Transaction, or that required governmental and regulatory approvals may delay the Proposed Transaction or result

in the imposition of conditions that could reduce the anticipated benefits from the Proposed Transaction or cause the parties to abandon

the Proposed Transaction; the risk that a condition to closing of the Proposed Transaction may not be satisfied; the length of time necessary

to consummate the Proposed Transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not

be integrated successfully; the risk that the cost savings, synergies and growth from the Proposed Transaction may not be fully realized

or may take longer to realize than expected; the expected dividends and share repurchases, as well as related growth and yield, may not

be approved by the board of directors of the combined company or realized on the stated timeline or at all; the diversion of management

time on transaction-related issues; the effect of future regulatory or legislative actions on the companies or the industries in which

they operate; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect;

potential liability resulting from pending or future litigation; changes in the general economic environment, or social or political conditions,

that could affect the businesses; the potential impact of the announcement or consummation of the Proposed Transaction on relationships

with customers, suppliers, competitors, business partners, management and other employees; the ability to hire and retain key personnel;

reliance on and integration of information technology systems; the risks associated with assumptions the parties make in connection with

the parties’ critical accounting estimates and legal proceedings; the volatility of oil, gas and natural gas liquids (NGL) prices,

including from changes in trade relations and policies, such as the imposition of tariffs by the U.S., China or other countries; uncertainties

inherent in estimating oil, gas and NGL reserves; the uncertainties, costs and risks involved in Devon’s and Coterra’s operations;

natural disasters and epidemics; counterparty credit risks; risks relating to Devon’s and Coterra’s indebtedness; risks related

to Devon’s and Coterra’s hedging activities; risks related to Devon’s and Coterra’s environmental, social and

governance initiatives; claims, audits and other proceedings impacting the business of Devon or Coterra, including with respect to historic

and legacy operations; governmental interventions in energy markets; competition for assets, materials, people and capital, which can

be exacerbated by supply chain disruptions, including as a result of tariffs or other changes in trade policy; regulatory restrictions,

compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters and

water disposal; cybersecurity risks; risks associated with artificial intelligence and other emerging technologies; Devon’s and

Coterra’s limited control over third parties who operate some of their respective oil and gas properties and investments; midstream

capacity constraints and potential interruptions in production, including from limits to the build out of midstream infrastructure; the

extent to which insurance covers any losses Devon or Coterra may experience; risks related to shareholder activism; general domestic and

international economic and political conditions; the impact of a prolonged federal, state or local government shutdown and threats not

to increase the federal government’s debt limit; as well as changes in tax, environmental and other laws, including court rulings,

applicable to Devon’s and Coterra’s respective businesses.

Additional information concerning other risk factors

is also contained in Devon’s and Coterra’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports

on Form 10-Q, Current Reports on Form 8-K and other SEC filings.

Many of these risks, uncertainties and assumptions

are beyond Devon’s or Coterra’s ability to control or predict. Because of these risks, uncertainties and assumptions, you

should not place undue reliance on these forward-looking statements. Nothing in this communication is intended, or is to be construed,

as a profit forecast or to be interpreted to mean that earnings per share of Devon or Coterra for the current or any future financial

years or those of the combined company, will necessarily match or exceed the historical published earnings per share of Devon or Coterra,

as applicable. Neither Devon nor Coterra gives any assurance (1) that either Devon or Coterra will achieve their expectations, or (2)

concerning any result or the timing thereof, in each case, with respect to the Proposed Transaction or any regulatory action, administrative

proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or

revenue trends or future financial results.

All subsequent written and

oral forward-looking statements concerning Devon, Coterra, the Proposed Transaction, the combined company or other matters and attributable

to Devon or Coterra or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Devon and Coterra do not undertake, and expressly disclaim, any duty to update or revise their respective forward-looking statements based

on new information, future events or otherwise.

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: April 2, 2026

By:

/s/ Adam M. Vela

Name:

Adam M. Vela

Title:

Senior Vice President and General Counsel

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