Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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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 ofBeneficial Ownership		Percent ofClass1
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.

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 ofBeneficial Ownership1		Percent ofClass
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.

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