Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

Information about our Directors is set forth below.

| 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 | | --- | --- | --- | --- | --- | --- | --- | | | | | 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 | | | |

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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;

	◾	Experience with operations, development, or other principal functions of an energy company;

	◾	Effective communication skills, especially concerning strategy and analytical decision-making;

	◾	Acumen in the area of financial statements, cash flows, and other financial and accounting matters; and

	◾	Prior service on the board of a public company.

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			​	​		​

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Denotes various areas of key skills and experience.

*	As of the date of this filing.

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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.

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	​	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.

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	​	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.

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	​	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.

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	​	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.

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	​	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.

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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.

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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.

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