Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No.1)

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31**,** 2025


☐	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)


Delaware		73-1567067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification No.)

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:


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.


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;

	●	uncertainties inherent in estimating oil, gas and natural gas liquids reserves;

	●	the extent to which we are successful in acquiring and discovering additional reserves;

	●	the uncertainties, costs and risks involved in our operations;

	●	risks related to our hedging activities;

	●	our limited control over third parties who operate some of our oil and gas properties and investments;

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

	●	competition for assets, materials, people and capital, which can be exacerbated by supply chain disruptions, including as a result of tariffs or other changes in trade policy;

	●	regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters, water disposal and tax matters;

	●	climate change and risks related to regulatory, social and market efforts to address climate change;

	●	risks relating to our sustainability initiatives;

	●	claims, audits and other proceedings impacting our business, including with respect to historic and legacy operations;

	●	governmental interventions in energy markets;

	●	counterparty credit risks;

	●	risks relating to our indebtedness;

	●	cybersecurity risks;

	●	risks associated with artificial intelligence and other emerging technologies;

	●	the extent to which insurance covers any losses we may experience;

	●	risks related to shareholder activism;

	●	our ability to successfully complete mergers, acquisitions and divestitures;

	●	our ability to pay dividends and make share repurchases;

	●	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

	●	any of the other risks and uncertainties discussed in this Amendment, the Original Filing or our other SEC filings.

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	5

Item 10.	Directors, Executive Officers and Corporate Governance	5
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	52
Item 14.	Principal Accountant Fees and Services	53

	PART IV	54

Item 15.	Exhibits and Financial Statement Schedules	54
Signatures		60

PART III

Next: Item 10. Directors, Executive Officers and Corporate Governance