filings.toolsDevon Energy 10-K/A 2025-12-31
Filed 2026-04-21. 7 sections, 284K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No.1)
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31**,** 2025
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-32318
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 73-1567067 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer identification No.) |
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| 333 West Sheridan Avenue**,** Oklahoma City**,** Oklahoma | | 73102-5015 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (405) 235-3611
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $0.10 per share | | DVN | | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | ☑ | Accelerated filer | | ☐ | Non-accelerated filer | | ☐ |
|---|---|---|---|---|---|---|---|---|
| Smaller reporting company | | ☐ | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 was approximately $20.2 billion, based upon the closing price of $31.81 per share as reported by the New York Stock Exchange on such date. On March 31, 2026, 621 million shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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| Auditor Name: KPMG LLP | | Auditor Location: Oklahoma City, Oklahoma | | Audit Firm ID: 185 |
EXPLANATORY NOTE
Devon Energy Corporation (the “Company,” “Devon,” “our,” “us” or “we”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Filing”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026. This Amendment is being filed to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from the definitive proxy statement if such statement is filed no later than 120 days after the end of the fiscal year covered by the Form 10-K. We are filing this Amendment to include Part III information in the Original Filing.
This Amendment amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Filing. The cover page of our Original Filing is also amended to delete the reference to the incorporation by reference of portions of our definitive proxy statement into Part III of the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15 of Part IV of the Original Filing is hereby amended solely to include, as Exhibits 31.3 and 31.4, new certifications by the Company’s principal executive officer and principal financial officer pursuant to Rule 13a-14(a) under the Exchange Act.
Except as set forth herein, this Amendment does not amend or otherwise update any other information in the Original Filing, and the Original Filing, as amended by this Amendment, continues to speak as of the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Information Regarding Forward-Looking Statements
This Amendment includes “forward-looking statements” within the meaning of the federal securities laws. Such statements include those concerning strategic plans, our 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 “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 Amendment that address activities, events or developments that Devon 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 our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to:
| ● | the volatility of oil, gas and natural gas liquids prices, including from changes in trade relations and policies, such as the imposition of new or increased tariffs or other trade protection measures by the U.S., China or other countries; |
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| ● | uncertainties inherent in estimating oil, gas and natural gas liquids reserves; |
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| ● | the extent to which we are successful in acquiring and discovering additional reserves; |
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| ● | the uncertainties, costs and risks involved in our operations; |
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| ● | risks related to our hedging activities; |
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| ● | our limited control over third parties who operate some of our oil and gas properties and investments; |
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| ● | midstream capacity constraints and potential interruptions in production, including from limits to the build out of midstream infrastructure; |
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| ● | 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; |
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| ● | regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters, water disposal and tax matters; |
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| ● | climate change and risks related to regulatory, social and market efforts to address climate change; |
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| ● | risks relating to our sustainability initiatives; |
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| ● | claims, audits and other proceedings impacting our business, including with respect to historic and legacy operations; |
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| ● | governmental interventions in energy markets; |
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| ● | counterparty credit risks; |
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| ● | risks relating to our indebtedness; |
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| ● | cybersecurity risks; |
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| ● | risks associated with artificial intelligence and other emerging technologies; |
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| ● | the extent to which insurance covers any losses we may experience; |
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| ● | risks related to shareholder activism; |
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| ● | our ability to successfully complete mergers, acquisitions and divestitures; |
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| ● | our ability to pay dividends and make share repurchases; |
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| ● | risks related to the pending merger transaction between Devon and Coterra Energy Inc., including restrictions on our operations during the pendency of the merger, litigation risk, the risk that the merger agreement for the transaction may be terminated and the risk that we may not realize the anticipated benefits of the merger or successfully integrate the two companies; and |
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| ● | any of the other risks and uncertainties discussed in this Amendment, the Original Filing or our other SEC filings. |
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The forward-looking statements included in this filing speak only as of the date of this Amendment, represent management’s current reasonable expectations as of the date of this filing and are subject to the risks and uncertainties identified above as well as those described elsewhere in this Amendment, the Original Filing and in other documents we file from time to time with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in this Amendment, the Original Filing and in the other documents we file from time to time with the SEC. All subsequent written and oral forward-looking statements attributable to Devon, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. We do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.
DEVON ENERGY CORPORATION
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors
Information about our Directors is set forth below.
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Devon Board Service ◾ Chair of the Board | | | John E. Bethancourt | Chair of the Board | | AGE: 74 | DIRECTOR SINCE: 2014 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | John E. Bethancourt joined the board of directors in January 2014 and became Board Chair in July 2024. He is a retired Chevron executive, serving most recently as executive vice president for technology and services, where he oversaw Chevron’s environmental, health and safety efforts, major project management, procurement and mining operations. Bethancourt began his career with Getty Oil Co. in 1974 and joined Texaco Inc. through a 1984 merger. He earned a bachelor’s degree in petroleum engineering from Texas A&M University. Qualifications Mr. Bethancourt is an experienced and accomplished leader. His broad competencies in matters impacting the energy industry strengthen the collective capabilities of the Board. His experience in areas relating to human resources, environmental matters, and energy-related infrastructure has provided valuable perspectives for the Board. Principal occupation or employment: ◾ Former Executive Vice President for Technology and Services, Chevron Current public company directorships: ◾ None Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ Previously served on the board of trustees of the Texas A&M Foundation ◾ Past director of the Society of Petroleum Engineers ◾ Former director of the National Action Council for Minorities in Engineering, Inc. | | | | |
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Devon Board Service ◾ Compensation ◾ Safety, Operations, and Resource | | | Barbara M. Baumann | | AGE: 70 | DIRECTOR SINCE: 2014 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Barbara M. Baumann joined the board of directors in January 2014 and served as Devon’s Board Chair from January 2023 to July 2024. She is president of Cross Creek Energy Corp., an energy investments firm. She is currently on the board of National Fuel Gas Company and serves on the audit and financing committees. Baumann became chair of the independent board of trustees of the Putnam Mutual Funds in July 2024 after serving as vice-chair starting in 2022. Baumann also serves on the advisory council for First Reserve Corp., a private equity firm focused on energy. She is a member of the board of one of First Reserve Corp.’s portfolio companies, IOG Resources. Previously, Baumann served in various areas of finance and operations during an 18-year career with Amoco (later BP Amoco). Those roles included chief financial officer of Ecova Corp., Amoco’s wholly owned environmental-remediation unit, and vice president of Amoco’s San Juan Basin business unit. She earned a bachelor’s degree from Mount Holyoke College and a master’s in business administration from the Wharton School of the University of Pennsylvania. Qualifications Ms. Baumann brings to the Board her extensive knowledge of financial matters and the energy industry and her experience as an accomplished leader and business professional. Her history with board service, including as a member and leader on Devon’s Board, and insights on investor focus areas deepen our Board’s understanding of governance-related matters. Principal occupation or employment: ◾ President and Owner, Cross Creek Energy Corporation Current public company directorships: ◾ National Fuel Gas Company (NYSE: NFG). Serves on the audit and financing committees ◾ Putnam Mutual Funds (Chair, independent board of trustees). Serves on the Policy and Nominating; Executive; Contract; and Equity Oversight committees Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ First Reserve Corporation (advisory council) ◾ IOG Resources. Serves on the audit committee | | | |
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Devon Board Service ◾ Compensation ◾ Governance, Environmental, and Public Policy | | | Ann G. Fox | | AGE: 49 | DIRECTOR SINCE: 2019 |
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| | | | Ann G. Fox joined the board of directors in June 2019. She is president, chief executive officer, and a board member of Nine Energy Service, Inc. (Nine), a Houston-based oilfield services company. Fox joined Nine in 2013 and previously served as chief financial officer and vice president of strategic development. Prior to joining Nine, she worked for SCF Partners, a private equity firm supporting the oilfield services and equipment industries. Fox also has experience as an investment banking analyst and as a Marine, where she served several tours of duty in Iraq on a team that reported directly to Gen. David Petraeus. She received a bachelor’s degree in diplomacy and security in world affairs from Georgetown University and a master’s in business administration from Harvard University. Fox currently serves on the board of the American Petroleum Institute, the board of advisors of Rice University’s Baker Institute, and the board of trustees of Groton School. Qualifications Ms. Fox brings to the Board her significant and unique career experiences, knowledge of the energy industry and capital markets, and perspective as a leader. Her recognition of upstream business and operational developments contributes to the Board’s overall performance. Principal occupation or employment: ◾ President and Chief Executive Officer, Nine Energy Service, Inc. Nine filed for bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code in February 2026 Current public company directorships: ◾ Nine Energy Service, Inc. (NYSE American: NINE) Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ American Petroleum Institute ◾ Baker Institute (board of advisors) ◾ Groton School | | | |
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Devon Board Service ◾ Dividend | | | Clay M. Gaspar | | AGE: 54 | DIRECTOR SINCE: 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Clay M. Gaspar was elected President and Chief Executive Officer of Devon Energy and appointed to the board of directors in March 2025. He previously served as Executive Vice President and Chief Operating Officer of the Company, a role he assumed in January 2021 following Devon’s merger with WPX Energy. While at WPX, Mr. Gaspar served as President and Chief Operating Officer and sat on the board of directors. His earlier career includes technical and leadership positions with Newfield Exploration, Anadarko Petroleum, and Mewbourne Oil. Mr. Gaspar serves on the boards of the Permian Strategic Partnership and the American Heart Association Southwest Region, is chairman of the Upstream Committee of the American Petroleum Institute, and is a member of the Texas A&M Engineering Advisory Council. Mr. Gaspar earned a bachelor’s degree in petroleum engineering from Texas A&M University, a master’s degree in petroleum and geosciences engineering from the University of Texas, and is a registered professional engineer in the state of Texas. Qualifications Mr. Gaspar is an experienced leader, with the vision and industry expertise to guide Devon into the future. His understanding of WPX’s and the post-merger combined Company’s operations and assets provides valuable Board-level perspective. Principal occupation or employment: ◾ President and Chief Executive Officer, Devon Energy Corporation Current public company directorships: ◾ None Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ Previously served on WPX’s board of directors ◾ American Petroleum Institute (chair of the Upstream Committee) ◾ American Exploration & Production Council ◾ Permian Strategic Partnership ◾ American Heart Association Southwest Region | | | |
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Devon Board Service ◾ Audit ◾ Safety, Operations, and Resource | | | Gennifer F. Kelly | | AGE: 53 | DIRECTOR SINCE: 2023 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Gennifer F. Kelly joined the board of directors in January 2023. She is currently on the board of Delek Logistics, where she serves as chair of the technology committee and as a member of the conflicts and environmental, health and safety committees. Kelly has 25 years of oil and gas industry experience in both upstream and midstream sectors. She previously held the role of chief operating officer and SVP of Western Midstream Partners and vice president of marketing for Anadarko Petroleum Corporation. Prior to her role at Western Midstream, Kelly led operations transformation efforts, as well as strategic planning, portfolio management, and asset management teams for Anadarko. She holds a master’s degree in business administration and a bachelor’s degree in petroleum engineering from Louisiana State University. Qualifications Ms. Kelly brings to the Board her extensive knowledge of the energy industry, including strategic and regulatory matters. She is an experienced executive who has led significant corporate transformational efforts. She has diverse operations experience in production, drilling, and completions engineering, working extensively in East Texas, West Texas, and the Gulf of Mexico. She has a broad understanding of key matters considered by boards of directors of energy companies. Principal occupation or employment: ◾ Former Chief Operating Officer and SVP, Western Midstream Partners Current public company directorships: ◾ Delek Logistics Partners, LP (NYSE: DKL). Serves on the technology (chair), conflicts, and environmental, health and safety committees Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ Former chair of Lone Star College Foundation | | | |
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Devon Board Service ◾ Chair, Governance, Environmental, and Public Policy ◾ Compensation | | | Kelt Kindick | | AGE: 71 | DIRECTOR SINCE: 2021 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Kelt Kindick joined the board of directors in January 2021 following Devon’s merger with WPX. Kindick became a member of WPX’s board of directors in 2013. In December 2012, Kindick retired from Bain & Company Inc., a management consulting firm, serving most recently as chief financial officer and partner. He joined Bain & Company in 1980, was elected partner in 1986, served as managing director of the firm’s Boston office from 1991 to 1996, and as chairman of the firm’s executive committee from 1998 to 1999. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. He received a bachelor’s degree from Franklin & Marshall College and a master’s in business administration from Harvard University. Qualifications Mr. Kindick brings to the Board his experience in strategic roles across a broad range of industries and in the public sector. His insights on governance, finance, and other key strategic matters enhances Board discussions. Principal occupation or employment: ◾ Former Chief Financial Officer and Partner, Bain & Company Current public company directorships: ◾ None Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ Previously served on WPX’s board of directors, including as lead director and chairman of its nominating, governance, environmental and public policy committee | | | |
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Devon Board Service ◾ Chair, Safety, Operations, and Resource ◾ Audit | | | Karl F. Kurz | | AGE: 64 | DIRECTOR SINCE: 2021 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Karl F. Kurz joined the board of directors in January 2021 following Devon’s merger with WPX. Kurz became a member of WPX’s board of directors in 2014. He currently serves as non-executive chairman of American Water Works Company, Inc. Kurz is on the board of Texas Pacific Land Corporation, where he is chair of the strategic acquisitions committee and a member of the compensation committee. From 2009 until his retirement in 2012, Kurz was a managing director, co-head of the energy group, and a member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm focused on energy investments. Prior to joining CCMP, he spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company’s global exploration and production, marketing, midstream, land, technology, and service businesses. Kurz holds a bachelor’s of science, magna cum laude, in petroleum engineering from Texas A&M University, and he is a graduate of Harvard University’s Advanced Management Program. Qualifications Mr. Kurz brings to the Board his significant experience in the energy industry and expertise in petroleum engineering. He has served in leadership positions and provides candid perspectives on the Company and the industry. Principal occupation or employment: ◾ Former Managing Director of CCMP Capital Advisors LLC and Chief Operating Officer of Anadarko Petroleum Corporation Current public company directorships: ◾ American Water Works Company, Inc. (NYSE: AWK) Serves as non-executive chairman ◾ Texas Pacific Land Corporation (NYSE: TPL). Serves on the strategic acquisitions committee (chair) and compensation committee Previous public company directorships held in the past five years: ◾ Royal Helium Ltd. (TSX Venture: RHC.v) Certain other directorships: ◾ Previously served on WPX’s board of directors and its audit committee | | | |
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Devon Board Service ◾ Audit ◾ Governance, Environmental, and Public Policy | | | Michael N. Mears | | AGE: 62 | DIRECTOR SINCE: 2023 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Michael N. Mears joined the board of directors in January 2023. He is currently on the board of Sempra, where he serves as chair of the corporate governance committee and as a member of the executive and compensation and talent development committees. He is also on the board and serves as chair of the audit committee of the Kayne Anderson Energy Infrastructure Fund. Mears was the chairman, president, and CEO of Magellan Midstream Partners from 2011 until his retirement in 2022. He joined Magellan Midstream Partners in 2002 when the company was formed and was the company’s chief operating officer from 2008 to 2011. Prior to Magellan, Mears worked in a range of management positions for its predecessor company, Williams Pipeline Co. He holds a bachelor’s degree in chemical and petroleum refining engineering from the Colorado School of Mines. Qualifications Mr. Mears has significant leadership experience in the energy industry. As a former chief executive officer of a large corporation, he is able to provide perspectives on a broad range of issues that are important for a corporation with Devon’s scale and operations. His background in marketing and energy-related infrastructure adds valuable perspectives to the Board. His commercial and operational expertise in the context of global energy markets and the energy transition make him a valuable member of our board. Principal occupation or employment: ◾ Former Chairman, President, and CEO, Magellan Midstream Partners Current public company directorships: ◾ Sempra Energy (NYSE: SRE). Serves on the corporate governance (chair) and executive and compensation and talent development committees ◾ Kayne Anderson Energy Infrastructure Fund (NYSE: KYN). Serves as chair of the audit committee Previous public company directorships held in the past five years: ◾ Magellan Midstream Partners (NYSE: MMP) Certain other directorships: ◾ None | | | |
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Devon Board Service ◾ Chair, Compensation ◾ Governance, Environmental, and Public Policy | | | Robert A. Mosbacher, Jr. | | AGE: 74 | DIRECTOR SINCE: 2009 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Robert A. Mosbacher, Jr. was appointed to the board of directors in April 2009. Mosbacher previously served as a member of the board from 1999 until 2005, at which time he resigned to accept an appointment by the Bush administration to serve as president and chief executive officer of the Overseas Private Investment Corp. (OPIC), an independent agency of the U.S. government that supports private capital investment in emerging markets around the world. He is chairman of Mosbacher Energy Co., an independent oil and gas exploration and production company. He was chair of the Development Advisory Council for the U.S. International Development Finance Corporation, which supports investment in the developing world. Mosbacher also currently serves on the board of the National Archives Foundation. He has a bachelor’s degree in political science from Georgetown University and a law degree from Southern Methodist University. Qualifications Mr. Mosbacher brings to the Board his leadership experience in the energy industry as well as in state and federal government. His experience with the federal government at OPIC and service as a member of other boards and board committees provide him with strong insight. His strategic mindset and broad understanding of the Company provides important perspectives for the Board. Principal occupation or employment: ◾ Chairman of Mosbacher Energy Company Current public company directorships: ◾ None Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ U.S. International Development Finance Corporation ◾ National Archives Foundation (Vice President) | | | |
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Devon Board Service ◾ Audit ◾ Safety, Operations, and Resource | | | Brent Smolik | | AGE: 65 | DIRECTOR SINCE: 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Brent Smolik joined the board of directors in October 2025. He has over 40 years of experience in the oil and gas industry in both the upstream and midstream sectors, including senior executive leadership roles at Noble Energy Corporation, Noble Midstream Partners LP, EP Energy Corporation, El Paso Corporation, ConocoPhillips and Burlington Resources, Inc. He most recently served as president and chief operating officer at Noble Energy until his retirement following the company’s merger with Chevron in 2020. Smolik was also the president, CEO and chairman of the board of EP Energy Corporation. He previously served on the boards of Marathon Oil Corporation, Noble Midstream Partners LP, Cameron International and Encino Acquisition Partners. Smolik holds a bachelor’s degree in petroleum engineering from Texas A&M University. Qualifications Mr. Smolik brings to the board his significant leadership, operational and technical experience in the global oil and gas industry and competencies in strategy, execution and risk management. His perspective contributes to the overall performance of the board, including insights on governance, governmental affairs and regulatory matters. Principal occupation or employment: ◾ Former President and Chief Operating Officer of Noble Energy Corporation Current public company directorships: ◾ None Previous public company directorships held in the past five years: ◾ Marathon Oil Corporation (NYSE: MRO) ◾ Noble Energy Corporation (Nasdaq: NBL) ◾ Noble Midstream Partners LP (Nasdaq: NBLX) Certain other directorships: ◾ Previously served on the board of Encino Acquisition Partners until its acquisition by EOG in 2025 | | | |
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Devon Board Service ◾ Chair, Audit ◾ Safety, Operations, and Resource | | | Valerie M. Williams | | AGE: 69 | DIRECTOR SINCE: 2021 |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Valerie M. Williams joined the board of directors in January 2021 following Devon’s merger with WPX. Williams became a member of WPX’s board of directors in 2018. Williams is a member of the board of directors of Omnicom Group, Inc., a global advertising and public relations firm, where she serves on the audit and finance committees. She is also a member of the board of directors of DTE Energy, an electric and natural gas utility, where she serves as chair of its audit committee and as a member of the corporate governance committee and the public policy and responsibilities committee. Williams is also a member of the independent board of trustees of Franklin Templeton funds, where she serves on the audit committee and nominating and governance committee of some of its open-end funds. Williams began her career with Ernst & Young LLP in 1981 and has over 35 years of audit and public accounting experience serving numerous global companies. Prior to her retirement in 2016, Williams most recently served as the firm’s assurance managing partner for the southwest region, a position she assumed in 2006. She held several senior leadership positions at Ernst & Young and also served on several strategic committees, including the firm’s partner advisory council, inclusiveness council, audit innovation task force, and the diversity task force. She received a bachelor’s degree from the University of North Texas and a master’s in business administration from the University of Houston. Qualifications Ms. Williams brings to the Board her significant financial reporting expertise developed through 35 years of audit and public accounting experience serving numerous global and multi-location companies, including companies in the energy and technology sectors. She has strong leadership skills and experience with accounting and financial reporting matters at complex organizations. She has been designated an “audit committee financial expert” by Devon’s Board. Principal occupation or employment: ◾ Former assurance managing partner for the southwest region at Ernst & Young LLP Current public company directorships: ◾ DTE Energy. Serves on the audit committee (chair), corporate governance committee, and public policy and responsibilities committee ◾ Omnicom Group, Inc. Serves on the audit and finance committees ◾ Franklin Templeton Funds (independent board of trustees). Serves on the audit committee and the nomination and governance committee of certain open-end funds Previous public company directorships held in the past five years: ◾ None Certain other directorships: ◾ Previously served on WPX’s board of directors and its audit committee | | | |
Director Skills and Experience
The Board is committed to including members with varying perspective, experience, and expertise that align with our business strategy. Our Directors, individually and as a group, have skills and experiences that are highly relevant for an upstream energy company like Devon.
FUNDAMENTAL SKILLS AND EXPERIENCES OF OUR BOARD INCLUDE STRENGTHS IN THE AREAS OF:
| ◾ | Service in senior leadership at a substantial business enterprise; |
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| ◾ | Experience with operations, development, or other principal functions of an energy company; |
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| ◾ | Effective communication skills, especially concerning strategy and analytical decision-making; |
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| ◾ | Acumen in the area of financial statements, cash flows, and other financial and accounting matters; and |
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| ◾ | Prior service on the board of a public company. |
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The matrix below highlights each Director’s individual strengths and focuses that he or she may contribute to the Board as a whole. The absence of a “mark” for a particular skill or experience does not indicate that a Director is unable to contribute to the decision-making process in that area.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||||||
| |  Baumann |  Bethancourt |  Fox |  Gaspar |  Kelly |  Kindick |  Kurz |  Mears |  Mosbacher |  Smolik |  Williams | |
| Background | ||||||||||||
 | Age* | 70 | 74 | 49 | 54 | 53 | 71 | 64 | 63 | 74 | 65 | 69 |
 | Tenure (years)* | 12 | 12 | 7 | 1 | 3 | 5 | 5 | 3 | 17 | <1 | 5 |
 | Independent Director* |  | | | | | | | | | | |
| Key Skills and Experience | ||||||||||||
 | Human Capital Mgt./ Compensation | | | | | | | | | | | |
 | Engineering Education/ Experience | | | | | | | | | | | |
 | Finance/Capital Allocation | | | | | | | | | | | |
 | M&A/Strategic Experience | | | | | | | | | | | |
 | Regulatory/Policy Matters | | | | | | | | | | | |
 | Technology or Cybersecurity | | | | | | | | | | | |
 | Environmental Matters and Safety | | | | | | | | | | | |
 | Risk Management | | | | | | | | | | | |
 | Investment Mgt./ Stewardship | | | | | | | | | | | |
 | Marketing/ Energy-Related Infrastructure | | | | | | | | | | | |
Denotes various areas of key skills and experience.
| * | As of the date of this filing. |
|---|
Executive Officers
Information about our executive officers is set forth below. Information concerning Clay M. Gaspar, our President and Chief Executive Officer, is set forth above under the caption “Board of Directors”.
 | | Dennis C. Cameron | | Executive Vice President and General Counsel |
|---|---|---|---|---|
| Mr. Cameron, 63, was appointed executive vice president and general counsel in January 2021 following Devon’s merger with WPX Energy. He is responsible for Devon’s legal, public and government affairs, and records management functions. Cameron most recently served as executive vice president and general counsel of WPX Energy. He joined WPX in 2012, previously serving as senior vice president and general counsel, vice president and deputy general counsel and assistant general counsel. Cameron has over 25 years of legal experience. He began his career in 1987 at GableGotwals, a private, full-service firm he was with until joining WPX. Cameron is a member of the Oklahoma, Texas, Tulsa County and American Bar associations, as well as The Foundation for Natural Resources and Energy Law. He holds a bachelor’s degree in mechanical engineering and a law degree, both from the University of Oklahoma. |
 | | Tana K. Cashion | | Executive Vice President Human Resources and Administration |
|---|---|---|---|---|
| Ms. Cashion, 54, was appointed to the position of executive vice president of human resources and administration in February 2022. Cashion is responsible for Devon’s human resources function and multiple administrative areas including physical security, facilities and real estate, aviation, community relations, internal communications, and corporate services. Cashion joined Devon in 2005 and has held roles of increasing responsibility, including vice president of human resources and most recently, senior vice president of human resources and administration. Before joining Devon, Cashion worked in the retail, wholesale, and tourism industries. She has a bachelor’s degree in political science from Pepperdine University and a master’s degree in business administration from the University of Oklahoma. |
 | | Thomas Hellman | | Senior Vice President E&P Operations |
|---|---|---|---|---|
| Mr. Hellman, 58, was appointed senior vice president E&P operations, in January 2025. He oversees Devon’s drilling and completions, supply chain, EHS and measurement, and integrated subsurface functions. Prior to joining Devon in 2025, Hellman served as vice president, operations (Permian and Oklahoma) at Marathon Oil Corporation from 2020 until shortly following the closing of the company’s acquisition by ConocoPhillips in late 2024. In his most recent role at Marathon, Hellman was responsible for assets in New Mexico, North Texas, and Oklahoma. Prior to that role, Hellman served in various operational leadership roles at Marathon, including region vice president (Oklahoma) from 2018 to 2020 and region vice president (Permian) from 2017 to 2018. Before joining Marathon, Hellman was vice president, drilling and completions at WPX Energy from 2015 to 2017. Earlier in his career, he worked at Apache (APA Corporation), BP, NSI Technologies, and Amoco in various technical and leadership roles. Hellman holds a bachelor’s of science degree in petroleum engineering from the University of Alberta. |
 | | Robert F. (Trey) Lowe III | | Senior Vice President and Chief Technology Officer |
|---|---|---|---|---|
| Mr. Lowe, 50, was appointed to the position of senior vice president and chief technology officer in February 2025. Lowe is responsible for Devon’s technology, digital security, project management and energy ventures functions. Lowe joined Devon in 2005 and has held roles in technical and leadership positions with responsibilities spanning U.S. and international operations. Most recently, he was vice president and chief technology officer. Before joining Devon, Lowe worked for Schlumberger in technical roles in the U.S. and Norway. He is a past distinguished lecturer for the Society of Petroleum Engineers. Lowe serves on the board of directors of Fervo Energy, which is focused on developing next-generation geothermal power. Lowe holds a bachelor’s degree in chemical engineering from Oklahoma State University. |
 | | John D. Raines | | Senior Vice President E&P Asset Management |
|---|---|---|---|---|
| Mr. Raines, 43, was appointed senior vice president E&P asset management in February 2025. He oversees Devon’s business units and land and regulatory functions. Raines joined the Company in 2005 and has served in various roles of increasing responsibility. He most recently served as Devon’s vice president, Delaware Basin business unit, a position he assumed in 2022. Prior to that position, Raines was vice president, Delaware Basin (North) from 2021 to 2022 and, prior to Devon’s merger with WPX Energy, Inc., vice president, Delaware Basin from 2017 to 2021 and Vice President, Rockies from 2016 to 2017. Raines has also served in various operational roles at the Company, including as vice president, land and regulatory, and in Devon’s energy marketing and business development groups. He holds a bachelor’s degree in energy management and finance from the University of Oklahoma and a law degree from Oklahoma City University. |
 | | Jeffrey L. Ritenour | | Executive Vice President and Chief Financial Officer |
|---|---|---|---|---|
| Mr. Ritenour, 52, was appointed to the position of executive vice president and chief financial officer in April 2017. Ritenour is responsible for Devon’s corporate finance, treasury, planning, reserves, accounting, tax, internal audit, investor relations, marketing, and business development functions. He has been with Devon since 2001, serving in various leadership roles, most recently as senior vice president of corporate finance, investor relations and treasury. Before joining Devon, Ritenour was with Ernst & Young in Dallas. Mr. Ritenour serves on the board of directors of WaterBridge Infrastructure LLC (NYSE: WBI), a pure-play water infrastructure company. Devon owns a minority interest in WaterBridge. He holds a bachelor’s degree in accounting and a master’s degree in business administration, both from the University of Oklahoma. |
There are no family relationships among any of the directors or executive officers of the Company.
Code of Ethics
The Company has adopted (i) a Code of Business Conduct and Ethics applicable to all of our directors, officers, and employees and (ii) a Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and designated Principal Accounting Officer. Each Code is available on our website at https://www.devonenergy.com/sustainability/governance and in print to any stockholder upon request submitted to our Corporate Secretary at 333 W. Sheridan Avenue, Oklahoma City, Oklahoma 73102 or by email to CorporateSecretary@dvn.com. In the event of any amendment to or waiver from either Code requiring disclosure, the Company intends to post such amendment or waiver on our website.
Material Changes to Procedures for Nominating Directors
Not applicable.
Committees of the Board of Directors
The Board has five standing Committees: Audit; Compensation; Dividend; Governance, Environmental, and Public Policy; and Safety, Operations, and Resource. The Charters for our Committees are available on the Company’s website at https://www.devonenergy.com/sustainability/governance/corporate-governance.
Audit Committee and Audit Committee Financial Expert
The Audit Committee is currently comprised of five independent Directors: Valerie M. Williams (Chair), Gennifer F. Kelly, Karl Kurz, Michael N. Mears, and Brent Smolik. The Board and the Audit Committee believe that the Audit Committee’s current membership satisfies the rules of the NYSE and the SEC that govern audit committee composition, including the requirement that all audit committee members be independent, as that term is defined under the listing standards of the NYSE, and the requirement that at least one member of the Audit Committee is a financial expert. The Board has determined that Valerie M. Williams is an audit committee financial expert (as defined by SEC regulations) and, in accordance with NYSE listing standards, that all members of the Audit Committee are financially literate.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the preparation of the financial statements and the establishment and maintenance of the system of internal controls. This system is designed to provide reasonable assurance regarding the achievement of objectives in the areas of reliability of financial reporting, effectiveness and efficiency of operations, and compliance with applicable laws and regulations.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that Devon’s Directors, officers, and 10% stockholders file with the SEC reports concerning their ownership, and changes in their ownership, of Devon equity securities. Based solely upon a review of Forms 3, 4, and 5, and amendments thereto, furnished to us during and with respect to our most recently completed fiscal year, and any written representations of reporting persons, we believe the reporting persons timely filed all reports required by Section 16(a) during 2025, except that, on January 29, 2026, a Form 4 was filed on behalf of Dennis C. Cameron to report the gift of 5,400 shares of Devon common stock. The gift occurred on December 8, 2022, and was inadvertently not reported at that time.
Insider Trading Policy and Hedging and Pledging Guidelines
The Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of its securities by its directors, officers, and employees, and the Company itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the exchange listing standards applicable to the Company. Among other things, our Insider Trading Policy prohibits trading while in possession of material nonpublic information (other than pursuant to a qualified Rule 10b5-1 Plan) and provides for certain blackout periods and preclearance procedures for Devon’s Directors, executive officers, and certain other designated employees, as well as other related policies and procedures.
The Insider Trading Policy also prohibits Devon’s Directors, officers, and employees from trading in Devon securities on a short-term basis, entering short sales, and buying or selling puts, calls, or similar instruments. In addition, the Insider Trading Policy discourages Devon’s Directors, officers, and employees from placing standing or limit orders and prohibits Directors and executive officers from pledging or hedging Devon securities, buying Devon securities on margin, or holding Devon securities in a margin account. The hedging prohibition covers any transaction that is designed to hedge or offset any decrease in the market value of Devon securities, including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds.
The Company’s Insider Trading Policy is filed as Exhibit 19 to the Original Filing.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Purpose of Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) outlines Devon’s compensation philosophy and describes the material components of the Company’s executive compensation program for its named executive officers (NEOs). This CD&A also summarizes decisions the Compensation Committee of the Board of Directors (the Committee) made under the program for 2025. Additional information about the compensation of the NEOs is provided in the 2025 Summary Compensation Table and other tables that follow this CD&A.
Because this CD&A discusses executive compensation programs for 2025, it does not address the potential changes arising from the Agreement and Plan of Merger between Devon and Coterra Energy Inc., dated as of February 1, 2026 (the “Merger”). For more information on the Merger, please see Devon’s Form 8-K, filed on February 1, 2026.
Named Executive Officers
The NEOs for 2025 are the following individuals:
| | | |
| Executive | | Position |
| Clay M. Gaspar | | President and Chief Executive Officer |
| Jeffrey L. Ritenour | | Executive Vice President and Chief Financial Officer |
| Dennis C. Cameron | | Executive Vice President and General Counsel |
| Tana K. Cashion | | Executive Vice President Human Resources and Administration |
| John D. Raines | | Senior Vice President E&P Asset Management |
| Richard E. Muncrief | | Former President and Chief Executive Officer |
| David G. Harris | | Former Executive Vice President and Chief Corporate Development Officer |
On March 1, 2025, Richard E. Muncrief retired from the position of President and Chief Executive Officer and member of the Board of the Company after a long and impactful career in the energy industry. Effective immediately upon Mr. Muncrief’s retirement, Clay Gaspar, previously Devon’s Executive Vice President and Chief Operating Officer, succeeded Mr. Muncrief as President and Chief Executive Officer and as a member of the Board.
In the first quarter of 2025, the Company made additional updates to its executive leadership team by eliminating the EVP and Chief Operating Officer position previously held by Mr. Gaspar and the EVP and Chief Corporate Development Officer position held by Mr. Harris before his departure from the Company. Additionally, three Senior Vice President positions were added to the executive leadership team. Information on the 2025 executive team can be found on page 12. These changes brought additional expertise to the team and increased its size from six members in 2024 to seven in 2025. As shown in the table below, the changes also lowered the annual target total direct compensation (“TTDC,” the sum of salary, annual cash incentive target, and LTI target) of the team by almost $7.4 million.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | TTDC | | TTDC | | | | ||
| | | of Executive | | of Executive | | | | ||
| | | Positions as of | | Positions as of | | | | ||
| Position | | 12/31/241,2,3 | | 3/1/251,2,4 | | Reduction1 | |||
| President and Chief Executive Officer | | $ | 13,370 | | $ | 10,300 | | $ | 3,070 |
| Executive Vice Presidents | | $ | 22,069 | | $ | 11,556 | | $ | 10,513 |
| Senior Vice Presidents | | $ | 0 | | $ | 6,214 | | $ | (6,214) |
| Total | | $ | 35,439 | | $ | 28,070 | | $ | 7,369 |
| 1 Dollar amounts shown in thousands. 2 The TTDC for Mr. Muncrief in 2024 was comprised of a $1,300,000 annual salary, a 140% annual cash incentive target, and a $10,250,000 LTI target. The TTDC for Mr. Gaspar upon his promotion into the role of President and Chief Executive Officer was comprised of a $1,000,000 annual salary, a 130% annual cash incentive, and a $8,000,000 LTI target. 3 As of December 31, 2024, the Executive Leadership team was comprised of the following: President and Chief Executive Officer, Richard E. Muncrief; Executive Vice President and Chief Financial Officer, Jeffrey L. Ritenour; Executive Vice President and Chief Operating Officer, Clay M. Gaspar; Executive Vice President and Chief Corporate Development Officer, David G. Harris; Executive Vice President and General Counsel, Dennis C. Cameron; and Executive Vice President Human Resources and Administration, Tana K. Cashion. 4 As of March 1, 2025, the Executive Leadership team was comprised of the following: President and Chief Executive Officer, Clay M. Gaspar; Executive Vice President and Chief Financial Officer, Jeffrey L. Ritenour; Executive Vice President and General Counsel, Dennis C. Cameron; Executive Vice President Human Resources and Administration, Tana K. Cashion; Senior Vice President E&P Asset Management, John D. Raines; Senior Vice President E&P Operations, Thomas Hellman; and Senior Vice President and Chief Technology Officer, Robert F. (Trey) Lowe III. |
| |
For a portion of 2025, Messrs. Muncrief and Harris served as President and Chief Executive Officer and Executive Vice President and Chief Corporate Development Officer, respectively. SEC rules require Devon to include them as NEOs in this CD&A. The Summary Compensation Table and other tables that follow this CD&A reflect the 2025 compensation for Messrs. Muncrief and Harris prior to their respective departures from the Company and the severance package Mr. Harris received upon his departure. Messrs. Muncrief and Harris were not included in the Committee’s year-end performance and pay decision-making processes. Therefore, minimal references are made to Messrs. Muncrief and Harris in this CD&A.
Executive Summary
Compensation Philosophy and Objectives
Devon was founded in 1971 and has been publicly held since 1988. Since 2010, the Company has successfully transitioned to a liquids-rich (oil and natural gas liquids), higher-margin, onshore North American production base and continues to transform its organizational structures and processes to allocate capital investments to the Company’s most promising assets. Devon is committed to delivering strong returns on its investments through a dynamic culture focused on innovation, safety, operational excellence, environmental stewardship, and social responsibility. The Company focuses on delivering a consistently competitive shareholder return by executing on its strategic priorities emphasizing operating excellence, advantaged asset portfolio, maintaining financial strength and flexibility, delivering value to shareholders, and cultivating a culture of innovation and results. Devon also maintains a strong commitment to financial strength and flexibility through all commodity price cycles, as reflected in the Company’s investment grade credit ratings.
The success of Devon’s strategy is founded on a pay-for-performance compensation philosophy intended to motivate near-term operational and financial success as well as long-term stockholder value creation. As discussed throughout this CD&A, the Committee utilizes a range of quantitative and strategic measures to evaluate performance, evolving the measures as appropriate. Additionally, the Committee considers Devon’s size and scope relative to its peer group when setting compensation. Overall, an executive officer’s total compensation is weighted in favor of long-term incentives to emphasize value creation and stockholder alignment.
THE OBJECTIVES OF DEVON’S COMPENSATION PROGRAM ARE TO:
| ◾ | motivate and reward executives to drive and achieve the Company’s goal of increasing stockholder value; |
|---|
| | ◾ | allocate incentives for the achieveme
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table sets forth information about Devon’s common stock as of December 31, 2025, that may be issued under Devon’s equity compensation plans:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | Number of |
| | | | | | | Securities |
| | | | | | | Remaining |
| | | Number of | | | | Available for |
| | | Securities | | | | Future Issuance |
| | | to be Issued | | Weighted-Average | | under Equity |
| | | Upon Exercise | | Exercise Price | | Compensation |
| | | of Outstanding | | of Outstanding | | Plans (Excluding |
| | | Options, Warrants, | | Options, Warrants, | | Securities Reflected |
| | | and Rights | | and Rights | | in Column (a)) |
| Plan Category | | (a) | | (b) | | **(c)**2 |
| Equity compensation plans approved by security holders | 1,369,889 | 1 | N/A | 26,952,523 | ||
| Equity compensation plans not approved by security holders | 0 | | 0 | 0 | ||
| Total | 1,369,889 | 1 | N/A | 26,952,523 |
| 1 Represents 1,293,389 outstanding performance share units, and 76,500 outstanding restricted stock units. Shares for performance share units are included assuming target payout but may be paid out at greater or lesser amounts, or not at all, according to the achievement of performance goals. |
| |
| 2 Represents shares available for issuance pursuant to awards under the 2022 LTIP, which may be in the form of stock options, restricted stock awards, restricted stock units, performance units, or stock appreciation rights. Other than the 2022 LTIP, no new awards will be made under any other Devon long-term incentive plan in effect as of December 31, 2025. Under the 2022 LTIP, any shares granted as stock options or stock appreciation rights count against the number of securities available for future issuance under the 2022 LTIP as one share for each share granted. With respect to any other awards under the 2022 LTIP, any shares granted count against the number of securities available for future issuance under the 2022 LTIP as 1.74 shares for each share granted. The 2022 LTIP also provides that shares covered by awards under any Devon long-term incentive plans that are forfeited, cancelled, or expire after the effective date of the 2022 LTIP are added to the shares available for issuance under the 2022 LTIP. |
Security Ownership of Certain Beneficial Owners
The following table sets forth the only persons known to the Company to be the beneficial owners of more than five percent of the outstanding shares of the Company’s common stock based on the information available as of March 31, 2026, according to beneficial ownership reports filed with the SEC:
| | | | | | |
|---|---|---|---|---|---|
| | | Common Stock | |||
| Name and Address of Beneficial Owner | | Amount and Nature of****Beneficial Ownership | | Percent of****Class1 | |
| The Vanguard Group | 0 | 2 | 0 | % | |
| 100 Vanguard Blvd. | | | | | |
| Malvern, PA 19355 | | | | | |
| BlackRock, Inc. | 49,513,335 | 3 | 7.97 | % | |
| 50 Hudson Yards | | | | | |
| New York, NY 10001 | | | | | |
| State Street Corporation | 40,030,826 | 4 | 6.44 | % | |
| State Street Financial Center | | | | | |
| 1 Congress Street, Suite 1 | | | | | |
| Boston, MA 02114-2016 | | | | | |
| |
|---|
| 1 Percentage calculated using the Company’s outstanding share count as of March 31, 2026. 2 Information based on a Schedule 13G/A filed with the SEC on March 26, 2026. That filing indicates that, as of January 12, 2026, The Vanguard Group does not beneficially own any shares of the Company’s common stock following an internal reorganization, pursuant to which certain subsidiaries of The Vanguard Group will report beneficial ownership separately from The Vanguard Group on a disaggregated basis. Previously, based on a Schedule 13G/A filed with the SEC on April 30, 2025, The Vanguard Group reported that, as of March 31, 2025, the aggregate amount beneficially owned was 82,780,446, which would represent 13.32% of our outstanding common stock based on the Company’s outstanding share count as of March 31, 2026. That filing indicates that The Vanguard Group has shared voting power as to 779,264 shares, sole dispositive power as to 79,756,763 shares, and shared dispositive power as to 3,023,683 shares. 3 Information based on a Schedule 13G/A filed with the SEC on January 21, 2026. That filing indicates that BlackRock, Inc. has sole voting power as to 47,344,091 shares and sole dispositive power as to 49,513,335 shares. 4 Information based on a Schedule 13G/A filed with the SEC on January 30, 2024. That filing indicates that State Street Corporation has shared voting power as to 30,447,212 shares and shared dispositive power as to 40,006,064 shares. |
Security Ownership of Management
The following table sets forth as of March 31, 2026, the number and percentage of shares of our common stock beneficially owned by each of our named executive officers and Directors and by all our executive officers and Directors as a group. Unless otherwise noted, the persons named below have sole voting and investment power of their respective beneficially owned shares.
| | | | | |
|---|---|---|---|---|
| | | Common Stock | ||
| Name of Beneficial Owner | | Amount and Nature of****Beneficial Ownership1 | | Percent of****Class |
| Clay M. Gaspar* | 941,724 | 2 | ** | |
| Jeffrey L. Ritenour | 498,481 | | ** | |
| Dennis C. Cameron | 263,598 | | ** | |
| Tana K. Cashion | 139,634 | | ** | |
| John E. Bethancourt* | 116,904 | 3 | ** | |
| Barbara M. Baumann* | 96,059 | | ** | |
| Robert A. Mosbacher, Jr.* | 90,762 | | ** | |
| Karl F. Kurz* | 88,748 | | ** | |
| Kelt Kindick* | 74,391 | 4 | ** | |
| John D. Raines | 57,001 | | ** | |
| Valerie M. Williams* | 46,467 | | ** | |
| Ann G. Fox* | 43,676 | | ** | |
| Gennifer F. Kelly* | 18,631 | | ** | |
| Michael N. Mears* | 18,442 | | ** | |
| Brent J. Smolik* | 7,095 | | | |
| Richard E. Muncrief | 2,139,145 | 5 | ** | |
| David G. Harris | 334,213 | 6 | ** | |
| All of our Directors and executive officers as of March 31, 2026, as a group (17 persons) | 2,583,200 | 7 | ** |
| * Director ** Less than 1% 1 For purposes of this table, shares beneficially owned consist of (i) shares of common stock (including unvested shares of restricted stock granted under the 2022 LTIP with respect to which executive officers and Directors have voting power) and (ii) restricted stock units held subject to the terms of the applicable long-term incentive plan by certain Directors over which such individuals have no voting or investment power, as follows: Ms. Baumann, 7,067; Mr. Bethancourt, 11,233; Ms. Kelly, 12,411; Mr. Kindick, 11,884; Mr. Kurz, 20,613; Mr. Mears, 12,222; and Ms. Williams, 37,873. 2 Includes (i) 186,289 shares held through a trust of which Mr. Gaspar is a beneficiary and (ii) 194,175 shares held through a trust of which Mr. Gaspar’s spouse is the sole trustee and a beneficiary. 3 Includes 941 shares held through a trust in which Mr. Bethancourt shares voting and investment control. 4 Includes 42,590 shares held through a trust of which Mr. Kindick’s spouse is both the sole trustee and the sole beneficiary. 5 Includes 168,408 shares held in a foundation in which Mr. Muncrief shares voting and investment control. Mr. Muncrief retired from the Board and ceased serving as President and Chief Executive Officer in March 2025, and he subsequently departed the Company in April 2025. Share amounts based on records available to the Company as of the date of his departure. 6 Includes 14,717 shares held through trusts in which Mr. Harris shares voting and investment control. Mr. Harris left the Company in February 2025. Share amounts based on records available to the Company as of the date of his departure. 7 Includes 113,303 restricted stock units held by certain Directors subject to the terms of the applicable long-term incentive plan. |
|---|
Item 13. Certain Relationships and Related Transactions, and Director Independence
Director Independence
Relevant Independence Standard
The Company’s Corporate Governance Guidelines provide that a majority of the Board members must qualify as “independent” Directors in accordance with the listing standards of the NYSE and the related disclosure requirements in SEC Regulation S-K, Item 407(a). Additionally, (i) all of the members of the Audit Committee, the Compensation Committee, the GEPP Committee, and the SOAR Committee and (ii) at least one of the members of the Dividend Committee must be Directors determined by the Board to be independent according to applicable standards relating to board committee membership, including as set forth in the listing and other relevant standards for the Committee, Corporate Governance Guidelines, and Committee Charters.
Board Diligence Process
In assessing independence, the Board reviews whether a Director has any material relationships with Devon or any of its subsidiaries. This review considers direct and indirect relationships of a Director and any member of the Director’s immediate family, including, as relevant, such Director’s or family member’s status as a partner, shareholder, or officer of an organization that has a relationship with Devon or any of its subsidiaries. The Board also takes into account other facts and circumstances that the Board deems relevant.
Independence Determinations
Based on its review and applicable standards, the Board has affirmatively determined that (i) each of the current Directors, with the exception of Clay M. Gaspar, is an independent Director and (ii) each member of the Audit Committee, Compensation Committee, GEPP Committee, and SOAR Committee, and at least one of the members of the Dividend Committee (John Bethancourt), is independent. As a result of these determinations, 10 of the Board’s 11 current Directors are independent. The Board also previously determined that John Krenicki Jr., who retired from the Board at Devon’s 2025 annual meeting of stockholders, was independent.
Relationships Considered
The Board considered the following relationships in making its determination that all Directors, other than Mr. Gaspar, are independent. In each case, the transactions identified are routine, ordinary course transactions in which the relevant Director had no personal involvement and derived no direct personal benefit.
| | | | ||||
|---|---|---|---|---|---|---|
| Director | | Organization | | Relationship | | Summary |
| Barbara M. Baumann | | IOG Resources | | Director | | IOG Resources owns non-operating interests in wells located in the Delaware Basin, including certain Devon operated wells. Well revenue and joint interest billing payments are made in the ordinary course of business. |
| Ann G. Fox | | Nine Energy Service (Nine) | | President/ CEO Director | | Nine provides well completion services to Devon in the ordinary course of business.1 |
| Gennifer F. Kelly | | Delek Logistics | | Director | | Delek provides water disposal and transportation services to Devon in the ordinary course of business. |
| Karl F. Kurz | | Texas Pacific Land (TPL) | | Director | | TPL owns royalty interests in Devon-operated wells and provides services to Devon in the ordinary course of business. |
| Michael N. Mears | | Sempra Energy | | Director | | Sempra enters into transactions with Devon in the ordinary course of business, including purchasing energy products from Devon. |
| Valerie M. Williams | | DTE | | Director | | DTE purchases energy products from Devon in the ordinary course of business. |
| 1 One of the categorical tests under the NYSE listing standards asks whether the director is a current employee of a company that has made payments to, or received payments from, the listed company in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. In 2023, 2024, and 2025, amounts paid by Devon to Nine were less than 1% of Nine’s consolidated gross revenues. |
Related Person Transactions
The Board has approved a written policy (the Policy) to assist Devon in the collection and review of information regarding potential related person transactions and conflicts of interest. All Directors and executive officers are required to identify business and financial affiliations involving themselves or their immediate family members that could reasonably be expected to give rise to a reportable related person transaction. Based on this information, Devon staff review Devon’s records and make follow-up inquiries as necessary to identify potentially reportable related person transactions. A report summarizing such transactions is provided to the Board’s Audit Committee.
The Audit Committee reviews reports and makes recommendations to the Board as to whether an identified transaction is required to be publicly disclosed as a related person transaction. If the transaction at issue involves a member of the Committee, or a family member of a Committee member, then that member of the Committee would not participate in discussions. In the event the Committee concludes that a related person has a material interest in any Company transaction, the Committee then reviews the transaction to determine whether to approve or ratify it. Any transaction that meets the monetary threshold under the SEC rules and is determined to have a direct or indirect material benefit to a related person would be disclosed in accordance with SEC rules. The Policy provides that certain categories of transactions are not deemed to involve a material interest. Those categories align with, and in many cases are more conservative than, the standards under applicable SEC rules.
In early 2026, the Company performed its diligence for purposes of identifying potential related party transactions and provided its report to the Audit Committee. Based on the Committee’s review and discussion, the Committee has not identified any transactions that qualify as related person transactions and require disclosure.
Item 14. Principal Accountant Fees and Services
Fees to Independent Auditor
Under the terms of its Charter, the Audit Committee has the responsibility to approve the fees paid to the independent auditors. For the years ended December 31, 2024, and December 31, 2025, the following fees were paid to KPMG:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | |||
| Audit fees1 | | $ | 3,900,000 | | $ | 4,450,000 | |
| Audit-related fees | | $ | 600,000 | 2 | $ | 113,000 | 3 |
| Tax fees | | — | | — | | ||
| All other fees | | — | | — | | ||
| Total | | $ | 4,500,000 | | $ | 4,563,000 | |
| 1 Audit fees consisted of fees for the annual audit of the Company’s financial statements (including the effective operation of internal controls over financial reporting), the review of quarterly reports on Form 10-Q, and certain services that generally only our independent auditor can provide (e.g., comfort letters and consents). |
| 2 Audit-related fees consisted principally of fees for the real-time system assessment of the upgrade of the Company’s enterprise resource planning software system. |
| 3 Audit-related fees consisted principally of fees for audits of financial statements of certain of the Company’s affiliates and subsidiaries. |
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by KPMG and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditors. The services and fees must be deemed compatible with the maintenance of the auditors’ independence, including compliance with SEC rules and regulations.
All of the 2025 and 2024 audit and non-audit services provided by KPMG were approved by the Audit Committee. The non-audit services that were approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the auditors’ independence, and the Audit Committee determined the auditors’ independence was not impaired.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are included as part of this report:
- Consolidated Financial Statements
No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules appearing in “Item 8. Financial Statements and Supplementary Data” of the Original Filing.
- Consolidated Financial Statement Schedules
No financial statement schedules are filed with this report on Form 10-K/A.
- Exhibits
| * | Indicates management contract or compensatory plan or arrangement. |
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| # | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | DEVON ENERGY CORPORATION | |
|---|---|---|
| | | |
| | By: | /s/ JEFFREY L. RITENOUR |
| | Jeffrey L. Ritenour | |
| | Executive Vice President and | |
| | Chief Financial Officer | |
| | | |
| | Date: April 21, 2026 |