Form 8-K

8-K — DEVON ENERGY CORP/DE

Accession: 0001193125-26-151250

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0001090012

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d129387d8k.htm (Primary)

EX-99.1 (d129387dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d129387d8k.htm · Sequence: 1

8-K

DEVON ENERGY CORP/DE DE OK false 0001090012 0001090012 2026-04-10 2026-04-10

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 10, 2026

Devon Energy Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

001-32318

73-1567067

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

333 W. SHERIDAN AVE.,

OKLAHOMA CITY, OKLAHOMA

73102-5015

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

Not Applicable

(Former name or former address, if changed since last report)

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

DVN

The 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.

The purpose of this filing is to provide certain unaudited pro forma combined financial information in connection with the previously disclosed proposed merger of Devon Energy Corporation, a Delaware corporation (the “Company” or “Devon”), Cubs Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of the Company, and Coterra Energy Inc., a Delaware corporation (“Coterra”), pursuant to which Coterra will become a wholly-owned subsidiary of the Company, subject to the terms and conditions set forth in the merger agreement. Exhibit 99.1 to this Current Report on Form 8-K presents the following unaudited pro forma combined financial information, which has been prepared in accordance with Article 11 of Regulation S-X:

•

Unaudited pro forma combined balance sheet as of December 31, 2025;

•

Unaudited pro forma combined statement of operations for the year ended December 31, 2025; and

•

Notes to the unaudited pro forma combined financial statements, including supplemental pro forma oil and natural gas reserves information.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Unaudited Pro Forma Combined Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

DEVON ENERGY CORPORATION

By:

/s/ Jeffrey L. Ritenour

Jeffrey L. Ritenour

Executive Vice President and Chief Financial Officer

Date: April 10, 2026

EX-99.1

Filename: d129387dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

INDEX TO DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Introduction

Unaudited Pro Forma Combined Balance Sheet as of December 31, 2025

Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2025

Notes to Unaudited Pro Forma Information

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Introduction

On February 1, 2026,

Devon Energy Corporation (“Devon”), Cubs Merger Sub, Inc. (“Merger Sub”) and Coterra Energy Inc. (“Coterra”) entered into the Agreement and Plan of Merger (as amended from time to time) which provides that Merger

Sub, a wholly-owned, direct subsidiary of Devon, will merge with and into Coterra, with Coterra continuing as the surviving corporation (the “merger”) and a wholly-owned, direct subsidiary of Devon. If the merger is completed, Coterra

stockholders will receive, in exchange for each share of Coterra common stock, par value $0.10 per share (“Coterra Common Stock”), 0.70 shares of Devon common stock, par value $0.10 per share (“Devon Common Stock”).

The following unaudited pro forma combined financial statements (the “Pro Forma Financial Statements”) have been prepared from the

respective historical consolidated financial statements of Devon and Coterra and have been adjusted to reflect the closing of the merger. The unaudited pro forma combined statement of operations (the “Pro Forma Statement of Operations”)

for the year ended December 31, 2025, is presented as if the merger had been completed on January 1, 2025. The unaudited pro forma combined balance sheet (the “Pro Forma Balance Sheet”) is presented as if the merger had been

closed on December 31, 2025.

The Pro Forma Financial Statements have been developed from and should be read in conjunction with:

•

the audited consolidated financial statements of Devon and related notes thereto included in its Annual Report on

Form 10-K for the year ended December 31, 2025;

•

the audited consolidated financial statements of Coterra and related notes thereto included in its Annual Report

on Form 10-K for the year ended December 31, 2025; and

•

other information relating to Devon and Coterra contained in or incorporated by reference into the definitive

joint proxy statement/prospectus of Devon and Coterra filed on March 30, 2026 (the “Proxy/Prospectus”).

The Pro Forma Financial Statements have been prepared to reflect adjustments to Devon’s historical consolidated financial information

that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the Pro Forma Statement of Operations, expected to have a continuing impact on Devon’s results. Accordingly, the Pro Forma

Financial Statements reflect the following:

•

the merger, using the acquisition method of accounting, with Devon as the accounting acquirer and each share of

Coterra Common Stock converted into 0.70 shares of Devon Common Stock;

•

the assumption of liabilities for expenses directly attributable to the merger; and

•

the conforming of Coterra’s historical amounts to Devon’s financial statement presentation and

accounting policies, including reclassifications of certain line items for consistent presentation.

The acquisition

method of accounting requires fair values to be estimated and determined for the merger consideration, as well as the assets acquired and liabilities assumed by Devon upon completing the merger. Devon has used available information to determine

preliminary fair value estimates for the merger consideration and its allocation to the Coterra assets acquired and liabilities assumed. Until the merger is completed, Devon and Coterra are limited in their ability to share certain information.

Therefore, Devon estimated the fair value of Coterra’s assets and liabilities based on reviews of Coterra’s filings with the United States Securities and Exchange Commission, preliminary valuation studies, allowed discussions with

Coterra’s management and other due diligence procedures. The assumptions and estimates used to make the preliminary pro forma adjustments are described in the notes accompanying the Pro Forma Financial Statements.

Upon completing the merger, Devon will determine the value of the merger consideration using Devon Common Stock closing price and Coterra

Common Stock outstanding on the merger’s closing date. Additionally, after completing the merger, Devon will identify the Coterra assets acquired and liabilities assumed and make final determinations of their fair values using relevant

information available at that time. As a result of the foregoing, the pro forma adjustments with respect to the merger are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. Any

increases or decreases in the merger consideration and the fair value of assets acquired and liabilities assumed upon completion of the final valuations may be materially different from the information presented in the Pro Forma Financial

Statements.

The Pro Forma Financial Statements are presented for illustrative purposes only and are not

necessarily indicative of the operating results and financial position that would have been achieved had the merger occurred on the dates indicated. Further, the Pro Forma Financial Statements do not purport to project the future operating results

or financial position of the combined company following the merger. Devon’s actual financial position and results of operations following the closing of the merger may differ materially from these Pro Forma Financial Statements.

Although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, the Pro Forma Financial

Statements do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue or other factors that may result after the merger and, accordingly, do not attempt to predict or

suggest future results. Specifically, the Pro Forma Statement of Operations excludes projected synergies expected to be achieved as a result of the merger, as well as any associated costs that may be required to achieve the identified synergies.

Further, the Pro Forma Financial Statements do not reflect the effect of any regulatory actions that may impact the results of the combined company following the merger.

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

DECEMBER 31, 2025

(IN MILLIONS)

Historical

Transaction Accounting

Adjustments

Devon

Coterra

Total

Reclass(a)

Coterra

Merger

Pro Forma

Devon

ASSETS

Current assets:

Cash, cash equivalents and restricted cash

1,434

—

1,434

119

—

1,553

Cash and cash equivalents

—

114

(114

)

—

Restricted cash

—

)

—

Accounts receivable

1,792

1,208

3,000

—

3,000

Income tax receivable

—

201

(201

)

—

Inventory

336

384

—

384

Other current assets

444

273

717

201

—

918

Total current assets

4,006

1,849

5,855

—

5,855

Oil and gas property and equipment, net

23,731

—

23,731

21,039

10,875

(b)

55,645

Other property and equipment, net

1,688

—

1,688

1,019

—

2,707

Properties and equipment, net

—

22,058

(22,058

)

—

Total property and equipment, net

25,419

22,058

47,477

—

10,875

58,352

Goodwill

753

—

753

—

753

Right-of-use

assets

299

—

299

181

—

480

Investments

727

—

727

—

739

Other long-term assets

395

334

729

(193

)

—

536

Total assets

31,599

24,241

55,840

—

10,875

66,715

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

790

1,056

1,846

(619

)

—

1,227

Revenues and royalties payable

1,491

—

1,491

650

—

2,141

Accrued liabilities

—

197

(197

)

—

Interest payable

—

(54

)

—

Short-term debt

998

250

1,248

—

1,248

Other current liabilities

807

—

807

220

(e)

1,066

Total current liabilities

4,086

1,557

5,643

—

5,682

Long-term debt

7,391

3,568

10,959

—

(19

)(b)

10,940

Lease liabilities

197

—

197

120

—

317

Asset retirement obligations

863

329

1,192

—

(207

)(b)

985

Other long-term liabilities

907

238

1,145

(120

)

—

1,025

Deferred income taxes

2,627

3,703

6,330

—

2,553

(b)

8,883

Redeemable preferred stock

—

Stockholders’ equity:

Common stock

138

—

(c)

115

(76

)(d)

Additional paid-in capital

5,388

7,854

13,242

—

23,333

(c)

28,721

(7,854

)(d)

Retained earnings

10,200

6,894

17,094

—

(6,894

)(d)

10,161

(39

)(e)

Accumulated other comprehensive loss

(122

)

(108

)

—

(14

)(d)

(122

)

Total equity

15,528

14,838

30,366

—

8,509

38,875

Total liabilities and equity

31,599

24,241

55,840

—

10,875

66,715

DEVON ENERGY CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(IN MILLIONS)

Historical

Transaction

Accounting

Adjustments

Devon

Coterra

Total

Reclass(a)

Coterra

Merger

Pro Forma

Devon

Oil, gas and NGL sales

11,223

—

11,223

7,176

—

18,399

Oil

—

3,699

(3,699

)

—

Natural gas

—

2,633

(2,633

)

—

NGL

—

844

(844

)

—

Oil, gas and NGL derivatives

402

—

402

351

—

753

Gain on derivative instruments

—

351

(351

)

—

Other

—

118

(118

)

—

Marketing and midstream revenues

5,563

—

5,563

—

5,653

Total revenues

17,188

7,645

24,833

(28

)

—

24,805

Production expenses

3,567

—

3,567

2,398

—

5,965

Exploration expenses

—

Marketing and midstream expenses

5,635

—

5,635

—

5,687

Depreciation, depletion and amortization

3,595

2,370

5,965

(13

)

717

(f)

6,669

Asset impairments

254

—

254

—

254

Asset dispositions

(343

)

—

(343

)

—

(348

)

General and administrative expenses

492

323

815

—

815

Financing costs, net

455

—

455

191

—

646

Direct operations

—

1,023

(1,023

)

—

Gathering, processing and transportation

—

1,089

(1,089

)

—

Taxes other than income

—

366

(366

)

—

Gain on sale of assets

—

)

—

Interest expense

—

205

(205

)

—

Interest income

—

(14

)

(14

)

—

Other income

—

)

—

Other, net

—

(e)

Total expenses

13,722

5,382

19,104

(28

)

767

19,843

Earnings before income taxes

3,466

2,263

5,729

—

(767

)

4,962

Income tax expense (benefit)

785

546

1,331

—

(176

)(g)

1,155

Net earnings

2,681

1,717

4,398

—

(591

)

3,807

Net earnings attributable to noncontrolling interests

—

Net earnings attributable to Devon

2,642

1,717

4,359

—

(591

)

3,768

Net earnings per share:

Basic net earnings per share

4.18

3.24

Diluted net earnings per share

4.17

3.24

Weighted average shares outstanding:

Basic

632

531

(h)

1,163

Diluted

633

531

(h)

1,164

Basis of Presentation

The Devon and Coterra historical financial information have been derived from each respective company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain of Coterra’s historical amounts have been reclassified to conform to Devon’s financial statement presentation. These Pro Forma Financial Statements

should be read in conjunction with the historical financial statements and related notes thereto of Devon and Coterra.

The Pro Forma

Balance Sheet is presented as if the merger had been completed on December 31, 2025. The Pro Forma Statement of Operations is presented as if the merger had been completed on January 1, 2025.

The Pro Forma Financial Statements reflect pro forma adjustments that are described in the accompanying notes and are based on currently

available information. Preliminary adjustments have been made that are necessary to present fairly the Pro Forma Financial Statements and are subject to change as additional information becomes available and as additional analysis is performed. The

Pro Forma Financial Statements do not purport to represent what the combined company’s financial position or results of operations would have been if the merger had actually occurred on the dates indicated, nor are they indicative of

Devon’s future financial position or results of operations. Actual results may differ materially from the assumptions and estimates reflected in these Pro Forma Financial Statements.

Merger Consideration and Purchase Price Allocation

As the accounting acquirer, Devon will account for the merger using the acquisition method of accounting for business combinations. The

allocation of the preliminary estimated purchase price with respect to the merger is based upon Devon’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed as of December 31,

2025 using currently available information. Because the unaudited pro forma combined financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and

results of operations of the combined companies may be materially different from the pro forma amounts included herein. Devon expects to finalize the purchase price allocation as soon as practicable after completing the merger.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

•

changes in the estimated fair value of Devon Common Stock consideration issued to Coterra stockholders, based on

Devon Common Stock closing price and Coterra Common Stock outstanding at the closing date of the merger;

•

changes in the estimated fair value of Coterra’s identifiable assets acquired and liabilities assumed as of

the closing of the merger, which could result from changes in oil and natural gas commodity prices, reserve estimates, discount rates and other factors;

•

the tax bases of Coterra’s assets and liabilities as of the closing date of the merger; and

•

the factors described in the section entitled “Risk Factors” in the Proxy/Prospectus.

The preliminary value of the merger consideration and its allocation to the net assets acquired is as follows (in

millions, except exchange ratio, share, and per share data):

Preliminary

Purchase

Price

Allocation

Consideration:

Coterra Common Stock outstanding on March 3, 2026

759.3

Exchange Ratio

0.70

Devon common stock issued

531.5

Devon closing price on March 3, 2026

44.00

Total consideration

23,386

Assets acquired:

Cash, cash equivalents and restricted cash

119

Accounts receivable

1,208

Inventory

Other current assets

474

Oil and gas property and equipment, net

31,914

Other property and equipment, net

1,019

Right-of-use

assets

181

Investments

Other long-term assets

141

Total assets acquired

35,116

Liabilities assumed:

Accounts payable

437

Revenues and royalties payable

650

Short-term debt

250

Other current liabilities

220

Long-term debt

3,549

Lease liabilities

120

Asset retirement obligations

122

Other long-term liabilities

118

Deferred income taxes

6,256

Redeemable preferred stock

Total liabilities assumed

11,730

Net assets acquired

23,386

As a result of the merger, Coterra stockholders will receive, in exchange for each share of Coterra Common

Stock, 0.70 shares of Devon Common Stock.

The final merger consideration could significantly differ from the amounts presented in the pro

forma financial statements due to fluctuations in Devon’s Common Stock price up to the closing date. From January 30, 2026, the last trading date prior to the initial public announcement of the merger to March 3, 2026, the

preliminary value of Devon’s merger consideration to be issued had increased by approximately $2 billion, as

a result of the increase in the share price for Devon Common Stock from $40.21 to $44.00. The final value of Devon’s consideration will be determined based on the actual number of shares of

Devon Common Stock issued and the market price of Devon Common Stock at the effective time of the merger. The following table shows the estimated purchase consideration resulting from a change in Devon’s share price (amounts in millions,

except for share price):

Change in Share Price

Share Price

Estimated Purchase

Consideration

Increase of 10%

48.40

25,724

Decrease of 10%

39.60

21,047

Pro Forma Adjustments

The following adjustments have been made to the accompanying Pro Forma Financial Statements to give effect to the merger:

(a)

The following reclassifications conform Coterra’s historical financial information to Devon’s

financial statement presentation:

Pro Forma Balance Sheet as of December 31, 2025

•

Current assets: Reclassification of $114 million cash and cash equivalents and $5 million

restricted cash to cash, cash equivalents and restricted cash. Reclassification of $201 million income tax receivable to other current assets.

•

Property and equipment: Reclassification of $22.1 billion of properties and equipment, net to oil and

gas property and equipment, net, for $21.0 billion and other property and equipment, net, for $1.0 billion.

•

Other long-term assets: Reclassification of $193 million of other long-term assets to right-of-use assets for $181 million and investments for $12 million.

•

Current liabilities: Reclassification of $619 million of accounts payable and $31 million

of accrued liabilities to revenues and royalties payable. Reclassification of $166 million of accrued liabilities and $54 million of interest payable to other current liabilities.

•

Other long-term liabilities: Reclassification of $120 million of other long-term liabilities to lease

liabilities.

Pro Forma Statement of Operations for the Year Ended December 31, 2025

•

Revenues: Reclassification of $3.7 billion, $2.6 billion and $0.8 billion of

Coterra’s disaggregated oil, natural gas and natural gas liquids (“NGL”) sales, respectively, to aggregated oil, gas and NGL sales. Reclassification of $351 million gain on derivatives, net to oil, gas and NGL derivatives.

Reclassification of $118 million of other revenues to marketing and midstream revenues and production expenses for $90 million and $28 million, respectively.

•

Expenses: Reclassification of $1.0 billion from direct operations expenses, $1.1 billion of

gathering, processing and transportation expenses and $366 million of taxes other than income to production expenses. Reclassification of $52 million of gathering, processing and transportation expenses to marketing and midstream expenses.

Reclassification $205 million of interest expense and $14 million of interest income to financing costs, net. Reclassification of $5 million gain on sale of assets to asset dispositions. Reclassification of $2 million of other

income and $13 million of asset retirement obligation accretion expense included in depreciation, depletion and amortization to other, net.

(b)

These adjustments reflect the estimated fair value of Devon Common Stock of $23.4 billion allocated to the

estimated fair values of the assets acquired and liabilities assumed as follows:

•

Total property and equipment, net: $10.9 billion increase in Coterra’s net book value of oil and gas

properties.

•

Long-term debt: $19 million decrease in Coterra’s book value.

•

Asset retirement obligations: $207 million decrease in Coterra’s book value.

•

Deferred income taxes: $2.6 billion increase in deferred tax liabilities resulting from the fair value

adjustments, calculated using the estimated blended statutory tax rate of 23%.

(c)

These adjustments reflect the increase in Devon Common Stock and additional

paid-in capital resulting from the issuance of Devon Common Stock to Coterra stockholders to effect the transaction.

(d)

These adjustments reflect the elimination of Coterra’s historical equity balances.

(e)

This adjustment reflects the estimated transaction costs of $50 million ($39 million, net of tax)

related to the merger, including financial advisory, banking, legal and accounting fees that are not capitalized as part of the transaction. The costs are not reflected in the historical December 31, 2025 consolidated balance sheets of Devon

and Coterra, but are reflected in the Pro Forma Balance Sheet as an increase to other current liabilities as they will be expensed as incurred. These amounts and their corresponding tax effect have been reflected in the Pro Forma Statement of

Operations.

(f)

These adjustments reflect the increase to depreciation, depletion and amortization expense resulting from the

change in the basis of property and equipment.

(g)

Reflects the income tax benefit of $176 million on the pro forma adjustments, primarily incremental

depreciation, depletion, and amortization, calculated using the estimated blended statutory tax rate of 23%.

(h)

These adjustments reflect Devon Common Stock issued to Coterra stockholders.

Supplemental Pro Forma Oil and Natural Gas Reserves Information

The following tables present the estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves prepared

as of December 31, 2025, along with a summary of changes in the quantities of net remaining proved reserves during the year ended December 31, 2025. The pro forma combined standardized measure of discounted future net cash flows relating

to proved reserves as of December 31, 2025, as well as changes to the standardized measure for the year ended December 31, 2025, are also presented.

This pro forma reserve, production and standardized measure information gives effect to the merger as if it had been completed on

January 1, 2025. However, the proved reserves and standardized measures presented below represent the respective estimates made as of December 31, 2025 by Devon and Coterra while they were separate companies. These estimates have not been

updated for changes in development plans or other factors, which have occurred or may occur subsequent to December 31, 2025 or the merger. This pro forma information has been prepared for illustrative purposes and is not intended to be a

projection of future results of the combined company.

Oil (MMBbls)

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

December 31, 2024

902

270

1,172

Revisions

Extensions and discoveries

185

246

Purchase of reserves

107

130

Production

(142

)

(58

)

(200

)

Sale of reserves

(18

)

—

(18

)

December 31, 2025

961

385

1,346

Proved developed reserves:

December 31, 2024

706

189

895

December 31, 2025

714

283

997

Proved undeveloped reserves:

December 31, 2024

196

277

December 31, 2025

247

102

349

Natural Gas (Bcf)

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

December 31, 2024

3,776

9,834

13,610

Revisions

444

816

1,260

Extensions and discoveries

778

759

1,537

Purchase of reserves

188

247

Production

(505

)

(1,086

)

(1,591

)

Sale of reserves

(70

)

—

(70

)

December 31, 2025

4,482

10,511

14,993

Proved developed reserves:

December 31, 2024

3,057

8,420

11,477

December 31, 2025

3,476

9,051

12,527

Proved undeveloped reserves:

December 31, 2024

719

1,414

2,133

December 31, 2025

1,006

1,460

2,466

NGL (MMBbls)

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

December 31, 2024

624

362

986

Revisions

Extensions and discoveries

129

192

Purchase of reserves

Production

(81

)

(46

)

(127

)

Sale of reserves

(11

)

—

(11

)

December 31, 2025

720

428

1,148

Proved developed reserves:

December 31, 2024

500

271

771

December 31, 2025

551

335

886

Proved undeveloped reserves:

December 31, 2024

124

215

December 31, 2025

169

262

Combined (MMBoe)

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

December 31, 2024

2,155

2,271

4,426

Revisions

134

162

296

Extensions and discoveries

443

251

694

Purchase of reserves

167

210

Production

(307

)

(286

)

(593

)

Sale of reserves

(40

)

—

(40

)

December 31, 2025

2,428

2,565

4,993

Proved developed reserves:

December 31, 2024

1,715

1,864

3,579

December 31, 2025

1,844

2,127

3,971

Proved undeveloped reserves:

December 31, 2024

440

407

847

December 31, 2025

584

438

1,022

The pro forma combined standardized measure of discounted future net cash flows relating to

proved oil and natural gas reserves as of December 31, 2025 is as follows:

Year Ended December 31, 2025

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

Future cash inflows

81,155

56,872

138,027

Future costs:

Development

(6,035

)

(3,365

)

(9,400

)

Production

(38,022

)

(22,326

)

(60,348

)

Future income tax expense

(5,653

)

(5,992

)

(11,645

)

Future net cash flow

31,445

25,189

56,634

10% discount to reflect timing of cash flows

(12,680

)

(11,592

)

(24,272

)

Standardized measure of discounted future net cash flows

18,765

13,597

32,362

The changes in the pro forma combined standardized measure of discounted future net cash flows relating to

proved oil, natural gas and NGL reserves for the year ended December 31, 2025 are as follows:

Year Ended December 31, 2025

Devon

Historical

Coterra

Historical

Devon

Pro Forma

Combined

Beginning balance

19,770

8,453

28,223

Net changes in prices and production costs

(3,027

)

3,877

850

Oil, gas and NGL sales, net of production costs

(7,656

)

(4,727

)

(12,383

)

Changes in estimated future development costs

582

145

727

Extensions and discoveries, net of future development costs

4,367

2,109

6,476

Purchase of reserves

791

2,439

3,230

Sales of reserves in place

(744

)

—

(744

)

Revisions of quantity estimates

1,430

1,191

2,621

Previously estimated development costs incurred during the period

1,792

982

2,774

Accretion of discount

1,623

1,077

2,700

Net change in income taxes and other

(163

)

(1,949

)

(2,112

)

Ending balance

18,765

13,597

32,362

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