UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On June 5, 2026, Devon Energy Corporation (the “Company” or “Devon”) filed a prospectus supplement (the “Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (333-294988) registering the issuance of up to an aggregate of 175,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”).
The Shares are issuable upon conversion of shares of 8 1/8 % Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (“Coterra Preferred Stock”), of Coterra Energy Operating Co., plus additional shares that may be issued in connection with stock splits, stock dividends, anti-dilution provisions or other transactions. In connection with, and effective upon consummation of, the merger (the “Merger”) of Cubs Merger Sub, Inc., a wholly owned subsidiary of Devon, with and into Coterra Energy Inc., the parent of Coterra Energy Operating Co., the Certificate of Designations for the Coterra Preferred Stock was amended to provide for the issuance of Devon’s common stock upon conversion of the Coterra Preferred Stock.
The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Prospectus Supplement. | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). | |
| 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 | ||||||
| Date: June 5, 2026 | /s/ Marcus G. Bolinder | |||||
| Marcus G. Bolinder | ||||||
| Secretary | ||||||